Last updated 2023.
These Terms and Conditions, and any amendments published from time to time on Interpath Services Pty Ltd’s (Interpath) website at “www.Interpath.com.au” (Terms) apply whenever Interpath supplies any products or services (Goods or Services) to any person (Applicant), unless expressly agreed otherwise by Interpath in writing. By requesting, ordering, purchasing or receiving delivery of any Goods or Services, the Applicant is deemed to have accepted these Terms and agree that they shall apply to the exclusion of all others (including any terms and conditions of the Applicant, whether on the Applicant’s order form or otherwise).
4.1. If Goods and/or Services are sold to the Applicant on credit then all invoiced amounts are payable within thirty (30) days from end of month of invoice date, unless agreed otherwise by Interpath in writing.
4.2. Time for payment of the Goods and/or Services shall be of the essence.
4.3. Interpath reserves the right to alter or vary any prices of Goods and/or Services and the terms on which those Goods and/or Services are to be supplied at any time prior to acceptance of an order by Interpath without notice to the Applicant.
4.4. Goods and Services will be invoiced at the prices prevailing at the time an order for goods or services is accepted by Interpath.
4.5. Credit card surcharge may apply
4.6. The Applicant hereby agrees to indemnify and / or reimburse Interpath in relation to any costs incurred by Interpath in attempting to recover amounts owed by the Applicant to Interpath pursuant to these Terms (including, but not limited to, legal fees, bank charges and commissions).
4.7. A minimum order fee may be applied to all orders less than $400.00 exclusive of GST in value. A delivery fee will apply to all invoices. Where Goods are delivered outside capital cities and greater metropolitan areas, the Applicant will pay the reasonable costs of freight.
5.1. Delivery of the Goods is taken to occur at the time that:
(a) The Applicant or the Applicant’s nominated carrier takes possession of the Goods at Interpath’s address; or
(b) Interpath (or Interpath’s nominated carrier) delivers the Goods to the Applicant’s nominated address even if the Applicant is not present at the address.
5.2. At Interpath’s sole discretion, the cost of delivery is either included in the Price or is in addition to the Price.
5.3. Any time specified by Interpath for delivery of the Goods is an estimate only.
5.4. The Applicant must take delivery by receipt or collection of the Goods whenever they are tendered for delivery.
5.5. Any Goods not taken on the delivery date are to be paid for in full within one (1) month from that date, unless other arrangements have been made in writing. Such Goods remaining at Interpath’s premises under these circumstances shall be at the Applicant’s risk and, at Interpath’s sole discretion, subject to storage charges Interpath will not be liable for any loss or damage incurred by the Applicant as a result of delivery being late.
5.6. In the event that the Applicant is unable to take delivery of the Goods as arranged then Interpath shall be entitled to charge a reasonable fee for redelivery.
5.7. Claims by the Applicant as to non-delivery shall only be accepted within twenty-eight (28) days after despatch of the Goods.
5.8. No claim in respect of Goods damaged in transit will be entertained if Interpath, or Interpath’s carrier, has been given a receipt signed without comment, or if Interpath has been given a clear receipt by the Applicant’s nominated carrier.
6.1. The risk of loss or damage to Goods passes to the Applicant:
(a) on all contracts other than F.I.S. contracts - once the Goods have been delivered to or collected by the freight forwarder;
(b) on F.I.S. contracts - on delivery of the Goods to the place notified by the Applicant when placing the order.
6.2. Title in any Goods sold by Interpath shall not pass to the Applicant until the Applicant has paid Interpath the full amount of the invoice for those Goods, including any interest which may have accrued under Clause 4.
6.3. Until title in the Goods pass to the Applicant, the Applicant must:
(a) holds the Goods as bailee of Interpath and fiduciary agent.
(b) keep the Goods in its possession and control.
(c) keep the Goods in good repair and condition, excluding fair wear and tear.
(d) insure the Goods against all risks for their full price from the date of delivery.
(e) keep the Goods stored separately and marked so that the Goods are clearly and easily identifiable as Interpath's property and inform Interpath of the location of the Goods if requested.
(f) not sell, assign or let the Goods or any interest in them, or permit any charge, pledge, lien or other encumbrance to be created in relation to them except for any sale as fiduciary agent of Interpath (but without any right to create any liability of Interpath to any third party) or where the Goods become part of another product, in each case in the ordinary manner. If the Applicant sells any of the Goods while they remain the property of Interpath, or any of those Goods become part of another product that is sold by the Applicant, then, in discharge of the amount owing, the Applicant holds the proceeds of sale received on trust for Interpath up to the amount it owes Interpath in respect of those Goods, and must immediately pay that amount to Interpath. The authority to sell the Goods automatically terminates if the Applicant breaches these Terms, becomes insolvent or Interpath decides, in its absolute discretion, to revoke such authority. Upon termination of the authority granted in this clause, Interpath may take possession of any Goods for which it has not yet received payment and the Applicant hereby grants permission to Interpath to enter upon any land or premises where the Goods are held, in order to take possession of and dispose of the Goods as Interpath sees fit.
6.4. Interpath will remain entitled to retake possession of any Goods at any time before it receives payment in full, from the Applicant.
7.1. The Applicant acknowledges and agrees that these Terms constitute a security agreement for the purposes of the PPSA and creates a security interest in all the Applicant’s present and after acquired Goods and or collateral (being a monetary obligation of the Applicant to Interpath for Services) that have previously been supplied or that will be supplied in the future by Interpath to the Applicant.
7.2. The Applicant consents to Interpath perfecting its interest in any Goods supplied by Interpath and their proceeds by registration under the PPSA and agrees to do anything reasonably requested by Interpath to enable it to do so (including, but not limited to, signing further documents and correcting defects in financing statements). For the purposes of the PPSA (i) the Applicant and Interpath contract out of each provision which, under section 115(1) of the PPSA, they are permitted to contract out of, and (ii) the Applicant waives its right to receive each notice which, under section 157(3) of the PPSA, it is permitted to waive.
7.3. The Applicant undertakes to indemnify, and upon demand reimburse, Interpath for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby.
7.4. The Applicant undertakes not register a financing change statement in respect of a security interest without the prior written consent of Interpath and not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Interpath.
7.5. Interpath and the Applicant agree that nothing in sections 130(1)(a) and 143 of the PPSA will apply to these Terms.
7.6. The Applicant waives its rights as a debtor under sections 92, 93, 94, 95, 97, 118, 121, 132, 135, 137, 140 and 142 of the PPSA.
7.7. The Applicant further agrees that where Interpath has rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply.
7.8. The Applicant waives its right to receive anything from Interpath under section 275 of the PPSA and agrees not to make any request of Interpath under that section. Interpath and the Applicant agree for the purposes of section 275(6) of the PPSA that neither of them will disclose information of the kind mentioned in section 275(1) of the PPSA.
7.9. In this clause: (a) “financing statement” and “financing change statement” have the meaning given to them by the PPSA;
(b) the Goods are inventory for the purposes of the PPSA;
(c) “security agreement” means the security agreement under the PPSA created between the Customer and the Company; and
(d) “security interest” has the meaning given to it by the PPSA.
8.1. In consideration of Interpath agreeing to supply the Goods, the Applicant charges all of its rights, title and interest (joint or several) as beneficial owner and as trustee of every trust in all the Applicant’s land (including land acquired in the future), realty or other assets capable of being charged, in favour of Interpath to secure the payment of monies and the performance and observance by the Client of its obligations under these Terms (including, but not limited to, the payment of any money). In this clause “trust” means each trust for which the Applicant holds land as trustee.
8.2. The Applicant indemnifies Interpath from and against all Interpath’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Interpath’s rights under this clause.
8.3. The Applicant irrevocably appoints Interpath and each director of Interpath as the Applicant’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 8 including, but not limited to, signing any document on the Applicant’s behalf.
9.1. Other than for defective Goods (where the Applicant notifies Interpath of the defect within fourteen (14) days from the date of invoice), Goods may only be returned with the prior approval of Interpath and a restocking fee of 20% of the value of the Goods may be payable by the Applicant to Interpath at the sole discretion of Interpath. No Goods may be returned without the relevant invoice number being quoted.
9.2. In the event that the Applicant cancels delivery of Goods the Applicant shall be liable for any and all loss incurred (whether direct or indirect) by Interpath as a direct result of the cancellation (including, but not limited to, any loss of profits).
10.1. Interpath warrants that all Goods supplied by it to the Applicant: (a) are free from any encumbrance, other than any encumbrance created under these Terms; and (b) are of merchantable quality and are fit for their intended purpose.
10.2. The Applicant will be deemed to have accepted Goods or Services as being in accordance with an order unless it notifies Interpath to the contrary within seven (7) days of receipt of Goods or supply of Services.
10.3. Any claims not made within this timeframe will be invalid and Interpath will have no liability whatsoever in respect of such claims. The Applicant has the opportunity to negotiate this provision prior to ordering any Goods and confirms that it has agreed to this provision.
11.1. In respect of the warranties provided in clause 10.1 and any warranties that cannot be excluded under the Australian Consumer Law, Interpath’s liability for breach of such conditions or warranties and the Applicant’s remedy in relation to such breaches shall be the: (a) replacement of the Goods; Page 3 of 5 (b) repair of the Goods; or (c) payment for the cost of replacing or repairing the Goods.
11.2. The manner in which any liability noted in clause 11.1 will be discharged will be calculated and determined by Interpath.
11.3. Interpath shall not be obliged to replace or repair any Goods or make any allowance or other arrangements if, in the reasonable opinion of Interpath, the defect has arisen from accident, misuse, neglect, incorrect installation, lack of reasonable maintenance or any other cause beyond the reasonable control of Interpath.
11.4. To the extent permitted under the Australian Consumer Law, Interpath is not liable, whether claims are made or not, for loss or profit, exemplary or economic or financial loss, damages, consequential loss, loss of opportunity or benefit, business interruption, costs of procurement or substitution of Goods, technology or services or loss of information, loss of a right or any other indirect loss suffered by the Applicant. The Applicant agrees that this provision is necessary to protect Interpath’s business.
11.5. To the extent permitted under the Australian Consumer Law, the Applicant indemnifies Interpath from and against any damages that it or its related bodies corporate suffer, incur or are liable for as a direct or indirect result of any breach of these Terms, or any conduct which may be considered misleading or deceptive, by the Applicant or its agents.
11.6. At all times, the total liability of Interpath shall be limited to the invoice value of the Goods and / or Services.
12.1. Orders received for Goods which are "out of stock" will be placed on "back order" unless otherwise requested by the Applicant. Such Goods will be consigned as soon as they become available, unless the Applicant notifies Interpath before the Goods are consigned that the Goods are no longer required.
13.1. Despite any other provision in these Terms, if GST is imposed on any Supply made by Interpath under or in accordance with these Terms then the Applicant must also pay, at the same time and in the same manner as payment for the Supply is required to be made in accordance with these Terms, the amount of any GST payable in respect of the Supply and the amount so payable for the Supply will be increased accordingly.
13.2. Each party agrees to do all things, including providing invoices and other documentation that may be necessary or desirable to enable or assist the other party to claim any credit, set-off, rebate or refund in relation to any amount of GST paid or payable in respect of any Supply under this agreement.
13.3. In this clause: (a) the expression "GST" means any tax in the nature of a tax on the supply of goods, real property, services and other things (or similar tax) levied, imposed or assessed by the Commonwealth of Australia which may operate at any time during the term of this agreement, (b) the expression "Supply" means any form of supply whatsoever, and includes any supply within the meaning of any Commonwealth, State or Territory legislation imposing or relating to the imposition of GST.
14.1. If the Applicant owes Interpath any money the Applicant shall indemnify Interpath from and against all costs and disbursements incurred by Interpath in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Interpath’s contract default fee, and bank dishonour fees).
14.2. Without prejudice to Interpath’s other remedies at law Interpath shall be entitled to cancel all or any part of any order of the Applicant which remains unfulfilled and all amounts owing to Interpath shall, whether, or not due for payment, become immediately payable if:
(a) any money payable to Interpath becomes overdue, or in Interpath’s opinion the Applicant will be unable to make a payment when it falls due;
(b) the Applicant has exceeded any applicable credit limit provided by Interpath; (c) the Applicant becomes insolvent, convenes a meeting with its credit
(c) the Applicant becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Applicant or any asset of the Applicant.
15.1. Interpath shall not be liable for any delay or failure to perform its obligations pursuant to these Terms if such delay is directly or indirectly caused by any event or circumstance beyond Interpath’s reasonable control, including fire, flood, crime, war, blockade, civil commotion, strike, lockout or labour dispute, inability to procure stock or transport, or acts or omissions by regulatory authorities (Force Majeure Event).
15.2. If a delay or failure by Interpath to perform its obligations due to Force Majeure Event exceeds 60 days, either party may terminate these Terms by providing written notice to the other party.
16.1. Where these Terms would otherwise be subject to the Competition and Consumer Act 2010 (Act), the Applicant agrees that the Applicant is acquiring the Goods for business purposes and that the Act does not apply to the supply of the Goods to the Applicant.
16.2. If the Applicant is a consumer as defined in section 4B of the Act, and the Applicant has not contracted out of the Act under clause 16.1 of these Terms, nothing in these Terms will limit any rights the Applicant may have under this Act.
17.1. Any written notice given under these Terms shall be deemed to have been given and received: (a) by handing the notice to the other party, in person; (b) by leaving it at the address of the other party; (c) by sending it by registered post to the address of the other; (d) if sent by facsimile transmission to the fax number of the other party (if any), on receipt of confirmation of the transmission; (e) if sent by email to the other party’s last known email address.
17.2. Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
18.1. These Terms set out the entire terms on which Interpath agrees to supply Goods and/or services to the Applicant. Any other terms which may be implied by the operation of statute or common law are expressly negated to the fullest extent permitted by law.
18.2. Where the Applicant trades outside these Terms, Interpath may among other things, refuse to supply Goods and/or services to the Applicant, irrespective of whether an order has already been accepted or not, and Interpath will not be liable for any loss or damage of any kind resulting directly or indirectly from such action.
18.3. These Terms may be varied from time to time by Interpath at its discretion, and by giving notice in writing to the Applicant.
18.4. Interpath may licence and/or assign all or any part of its right and/or obligations under these Terms without the Applicant’s consent.
18.5. The Applicant cannot licence or assign all or any part of its right and/or obligations under these Terms without the written approval of Interpath.
18.6. Any failure by any party to exercise any right under these Terms does not operate as a waiver and the single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.
18.7. Should any part of these Terms be held to be void or unlawful, these Terms will be read and enforced as if the void or unlawful provisions have been deleted
18.8. These Terms are governed by and construed under the law in the State of Victoria. Any legal action in relation to these terms against any party or its property may be brought in any court of competent jurisdiction in the State of Victoria.