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These Terms and Conditions of Sale apply to the sale of goods and
services manufactured or supplied by Electserv Nominees Pty Ltd
(ACN0594 241 90) trading as NRP Electrical Services. Any order
received by the Company is deemed to be an order incorporating
these Terms and Conditions and no variation or cancellation of any
of these Terms and Conditions shall be binding on the Company
unless assented to by a Director of the Company (on behalf of the
Company) in writing.


1. Interpretation
In these Terms and Conditions;
Buyer means that party agrees to acquire ownership of goods or
services or receive benefit in exchange for consideration.
Company means NRP Electrical Services.
Confidential Information means know how, trade secrets, technical
processes, information relating to products, finances, contractual
arrangements with customers or suppliers or other information which by
its nature, or by the circumstances of its disclosure to the holder of the
information, is or could reasonably be expected to be regarded as
confidential.
Goods mean the goods and services purchased by the Buyer from time
to time.
Intellectual Property means:
(a) All trademarks, service marks, patents, designs and copyrights, all
Confidential Information, customer listings and other industrial and
intellectual property exclusively subsisting in, exclusively used in or
exclusively relating to the Company’s business; and
(b) Any licence or other right to use or to grant the use of any of them
or to be the registered owner or user of any of them; wherever subsisting
in the world.
Person includes any person, firm, corporation, governmental authority
or state or federal government.
PPSA means the Personal Property Securities Act 2009
(Commonwealth Australia).
PPSA Information means any information or documents (including
copies of such documents), which are in existence or may be entered
into in the future; of the kind mentioned in section 275(1) PPSA
Taxable Display


2. Charges
(a) The Buyer agrees;
(i) that the terms of payment are strictly cash, credit or electronic funds
transfer (EFT) prior to or on delivery for all goods and services unless
credit terms are offered by the Company for that transaction;
(ii) that the payment by credit card may incur a transaction fee of 1.5%
of the transaction value;
(iii) the terms of credit payment are strictly nett 30 days from the last
day of the month of invoice and notwithstanding any previous
indulgences are then due and payable on demand. The Customer may
not withhold, set-off or otherwise resist payment on any basis;
(iv) that the Company may, at any time, without the need to provide a
reason and without any obligation on the Company to notify the
Customer; increase, decrease or withdraw any credit facilities
previously granted to the Customer;
(v) that each amount payable by the Customer under these Terms in
respect of a Taxable Supply by the Company is a GST exclusive amount
and the Customer must, in addition to that amount and at the same time,
pay the GST payable in respect of that supply;
(vi) irrevocably agrees to compensate the Company for any cost,
expense or loss to the Company property or any Person caused by the
Buyer’s use of the Goods.

NRP Standard Terms and Conditions V2.0 July 2019

3. Buyer’s Warranties and Indemnities
(a) The Buyer warrants that:
(i) it is solvent and knows of no circumstances which could lead to either
the winding up or the bankruptcy of the Buyer, as the case may be, or
to the exercise of any other rights, by any person, over or against the
Buyer’s assets;
(ii) it will immediately inform the Company if any circumstances as
mentioned in clause 3(a) (i) arise.
(b) The Buyer indemnifies the Company from any loss, damage,
expense, penalty, fine or liability arising from a breach of these
warranties, Buyer’s obligations or these Terms and Conditions.


4. Intellectual Property
(a) The Buyer acknowledges that the Company has made a substantial
investment in the Intellectual Property, which has gone into making the
Goods and acknowledges that the Goods may be the subject of
copyright, design rights, patents and other rights;
(b) The Buyer irrevocably agrees not to edit, copy, reproduce, reverse
engineer or otherwise prejudice the Intellectual Property rights of the
Company without first having obtained its written consent;
(c) The Buyer agrees that if the Company develops any product for use
by the Buyer, the Intellectual Property associated with the development
remains the property of the Company unless the parties otherwise agree
in writing;
(d) If the Company produces any products from any plans, drawings or
instructions provided by the Buyer, the Buyer warrants that it has good
title in such plans, drawings or instructions so as to authorise the
Company to produce the products requested and will indemnify the
Company against any breach of this warranty.


5. Retention of Title
(a) Company to retain title
(i) the Goods supplied by the Company to the Buyer remain the property
of the Company until the Buyer has paid all money due to the Company
by the Buyer in full.
(ii) upon taking possession of the Goods, the Buyer must store the
Goods:
(A) separately from other goods of the Buyer, so that the Goods are not
mixed with those other goods; and
(B) in such a way that the Goods are recognisable as the property of the
Company (including by not removing any identifying marks placed on
the Goods by the Company).
(iii) the Buyer is liable for, and indemnifies the Company from and
against, all loss or damage (including legal costs) incurred or suffered
by the Company however caused in connection with the Company
exercising its rights under this clause 5 or attempting to do so.
(b) Personal Property Securities Act
(i) The Buyer acknowledges that this deed creates a security interest
under the PPSA in the Goods and any other products to be supplied in
the future and consents to the Company effecting a registration on the
PPSA register in relation to any security interest contemplated by this
deed. The Buyer agrees to pay all costs, expenses and other charges
incurred, expended or payable by the Company in relation to the filing
of a financing statement or financing change statement in connection
with these Terms and Conditions.
(ii) The Buyer must not charge the Goods in any way or grant or
otherwise give any interest in the Goods while it remains the property of
the Company, nor allow any third party to acquire a security interest in
the Goods.

 

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(iii) If the Buyer makes a payment to the Company at any time whether
in connection with the supply of goods or otherwise, the Company may
apply that payment to first satisfy obligations that are not secured, then
obligations that are secured, but not by a purchase money security
interest, in the order in which those obligations were incurred, and then
obligations that are secured by a purchase money security interest in
the order in which those obligations were incurred.
(iv) If the Buyer fails to comply with any obligation under this deed then
without limiting the remedies available to the Company:
(A) upon request by the Company, the Buyer must return the Goods
and any other products on which there are outstanding amounts owing;
(B) the Buyer authorises the Company and any person authorised by
the Company to enter premises where the Goods or other products may
be located to take possession of the Goods; and
(C) the Company may retain, sell or otherwise dispose of the Goods or
other products.
(v) The Buyer agrees to the extent permitted under the PPSA, the Buyer
has no right:
(A) to receive notice of removal of an accession under the PPSA;
(B) under Chapter 4 of the PPSA; or
(C) under the PPSA to receive a copy of any verification statement or
financing change statement.
(v) The Buyer must unconditionally ratify any actions taken by the
Company under this clause 5.
(vi) in this clause 5, the following words have the respective meanings
given to them in the PPSA: account, proceeds, register, registration,
security interest and verification statement.
(c) PPSA confidentiality agreement
(i) each party agrees to keep the PPSA Information in strict confidence
and not disclose that information, except in circumstances required by
sections 275(7)(b) or (e) PPSA, provided that where sections 275(7)(b)
or (e) require such disclosure, the party that is required to disclose the
information gives all available notice to the other party to allow that party
to legally challenge the required disclosure and takes all available steps
(whether required by the other party or not) to maintain such PPSA
Information in confidence.
(ii) each party agrees not to authorise the disclosure of any PPSA
Information to any third party pursuant to section 275(7)(c) PPSA or
request information under section 275(7)(d) PPSA unless the other
party to this deed explicitly agrees.


6. Product Warranty, Exclusions and Limitations
(a) Subject to clause 6(b), the Company will, in its sole discretion, repair
or replace free of charge any Goods which are found (to the reasonable
satisfaction of the Company) to be defective as a result of faulty design,
manufacture or workmanship, subject to the following limitations :
(i) the Goods must be returned carriage paid to the Company (or to an
authorised distributor of the Company’s products) within twelve (12)
months from the date of sale;
(ii) the Goods must not have been used for any purpose other than that
for which they were designed;
(iii) the Buyer will be solely responsible for, and acknowledges that the
Company will not be responsible for, the provision and / or costs of
labour to remove or re-instate such Goods; and
(iv) the warranty contemplated in this clause 6(a) extends to the repair
or replacement of the faulty Goods only and the Company shall not
under any circumstances be liable for any consequential or contingent
loss or damage in connection with such Goods.
(b) Nothing in this clause 6 will exclude, restrict or modify any condition,
warranty, right or liability implied in these Terms and Conditions or
protected by law where to do so would render void this clause 6.
(c) Without limiting clause 6(a), if the Company breaches an implied
condition or warranty referred to in Part 5 Division 2 of the Trade
Practices Act 1974, the liability of the Company is limited to one of the
following options, to be selected by the Company:
(i) the replacement of the Goods or the supply of equivalent goods;
(ii) the repair of the Goods;

 

NRP Standard Terms and Conditions V2.0 July 2019

(iii) the payment of the costs of replacing the Goods or of acquiring
equivalent goods; or
(iv) the payment of the costs of having the Goods repaired;
(d) Subject to clauses 6(a), 6(b) and 6(c), the Company, to the maximum
extent permissible by law :
(i) excludes from these Terms and Conditions, all conditions, warranties
and terms implied by statute, general law or custom;
(ii) excludes all liability to any Person, including the Buyer, for acts or
omissions of the Company in tort (including negligence), contract,
bailment or otherwise for loss of, damage to or deterioration of the
Goods, or for breach of these Terms and Conditions;
(iii) excludes all liability for, and the Buyer releases and indemnifies the
Company against, all loss, damage, cost and expense from any claim
by any Person in tort (including negligence), contract, bailment or
otherwise for loss or damage to any property or injury to, or death of,
any Person, arising out of any acts or omissions of the Company or any
or all of the Goods, or for breach of these Terms and Conditions.
(e) The exclusions, releases and indemnities in clause 6(d) extend to
loss of profits, business or anticipated savings or any other direct,
indirect or consequential damage, and to economic loss, even if the
Company knows they are possible or otherwise foreseeable.
(f) These Terms and Conditions apply in all circumstances arising from
a fundamental breach of contract or breach of a fundamental term.
(g) In entering into these Terms and Conditions, the Company, in
addition to acting for itself, also acts as agent of and trustee for each of
its servants, agents and subcontractors so they are entitled to the full
benefit of these Terms and Conditions, including any exclusions or
limitations of liability to the same extent as the Company.
(h) Even if the Company breaches any of these Terms and Conditions,
all the rights, immunities and limitations of liability in these Terms and
Conditions continue to have their full force and effect in all
circumstances.


7. Miscellaneous
(a) These Terms and Conditions are governed and must be construed
under the laws of the State of Western Australia and the parties submit
to the exclusive jurisdiction of the courts of that State.
(b) If any provision (or part thereof) of these Terms and Conditions shall
be or be determined to be illegal, invalid, void or voidable, that provision
(or part thereof) shall be severable and the legality or validity of the
remainder of these Terms and Conditions shall not be affected and shall
continue in full force and effect.
(c) The Company is not bound by any waiver, discharge or release of a
condition or any agreement which varies these Terms and Conditions
unless it is in writing and signed by a Director of the Company.
(d) If the Company waives a breach of a condition, the waiver does not
operate as a waiver of another breach of the same or any other condition
or as a continuing waiver.
(e) These Terms and Conditions are to be read in conjunction with the
terms and conditions applicable to any credit application made by the
Buyer to the Company.
(f) These Terms and Conditions constitute the whole of the agreement
between the parties and supersedes all prior arrangements between the
parties either written, oral or established through a course of dealings,
and override any conditions to the contrary which may be expressed in
any of the Buyer’s order forms or other documents with the exception of
clause 7(e) above.


8. Amendment to Terms
NRP Electrical Services may amend these Terms from time to time
without reference to the Customer and such Terms, as amended, will
apply from such date. The current Terms are available on the NRP
Electrical Services website at www.nrp.com.au. The Customer agrees
that any orders placed with the Company are subject to the Terms
displayed on the website as at the date the order is accepted by the
Company.


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