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Terms & Conditions

1. Definitions

1.1. The Supplier is CPH GROUP.COM.AU Pty Ltd (ABN: 23 164 006 606) trading as CPH Group of 130 Broderick Road, North Geelong VIC 3215.

1.2. The Customer is the party or any person acting on behalf of and with the authority of the Customer that the Order is provided for.

1.3. The Guarantor is the person(s), or entity, who agrees to be liable for the debts of the Customer.

1.4. The Order shall be defined as any request for the provision of Goods and/or Services by the Customer with the Supplier which has been accepted by the Supplier.

1.5. The Goods are the products and/or components provided by the Supplier.

1.6. The Services are all the delivery and/or supply of Goods, installation and repairs done by the Supplier, including any advice or recommendations.

1.7. The Premises are the land or land and buildings where the Services are to be carried out.

1.8. The Price is the amount invoiced for Goods supplied or Services provided.

1.9. Indirect, Special or Consequential loss or damage includes i) any loss of income profit or business; ii) any loss of good will or reputation; iii) any loss of value of intellectual property.

1.10. Invoices include invoices for Goods supplied or for Services provide, or both.

1.11. The Website is www.cphgroup.com.au

2. General

2.1. These Terms and Conditions together with the Supplier's written or verbal quotation and the Supplier's Credit Application Form form this Agreement.

2.2. Any Order requested by the Customer is deemed to be an Order incorporating these Terms and Conditions and may not be varied unless expressly agreed to by the Supplier in writing. In the event that an inconsistency exists and/or arises between these terms and the Order it is acknowledged between the parties that these Terms and Conditions will prevail.

2.3. No subsequent correspondence or document or discussion shall modify or otherwise vary these Terms and Conditions unless such variation is in writing and signed by the Supplier.

2.4. The Terms and Conditions are binding on the Customer, his heirs, assignees, executors, trustees and where applicable, any liquidator, receiver or administrator.

2.5. In these Terms and Conditions, the singular shall include the plural, the masculine shall include feminine and neuter and words importing persons shall apply to corporations.

2.6. Where more than one Customer completes this Agreement each shall be liable jointly and severally.

2.7. If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired and the offending provision shall be deemed as severed from these Terms and Conditions.

2.8. The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer's consent but the Supplier acknowledges that it remains at all times liable to the Customer.

2.9. The failure by the Supplier to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier's right to subsequently enforce that provision.

2.10. The Customer acknowledges that the Supplier may detail these Terms and Conditions on its website. In this event, the Terms and Conditions on the Supplier's website shall apply to any future dealings as between the parties and the Customer is deemed to have notice of any such Terms and Conditions and/or amendments.

2.11. The Customer covenants that he is either the owner of the Premises or is acting with the authority of the Owner.

2.12. These Terms and Conditions must be read in conjunction with the Supplier's Credit Application Form.

3. Online Terms & Conditions of Use

3.1. This Website is provided for the purposes of allowing the Customer to : a) access information about CPH Group goods and services b) communicate to CPH Group the desire to purchase goods and/or services presented on this Website

3.2. Upon account opening, CPH Group will provide the Customer with a Username and Password which the Customermay use to gain access to the secure areas of this Website.

3.3. The Customer must not disclose the Username and Password to any third party. The Customer may disclose the Username and password internally to any employee to whom it wishes to authorise to access the secure areas of this Website and/or place orders on behalf of the Customer. The Customer must inform CPH Group immediately if the Username and password is disclosed in any manner contrary to the Terms of Use. The Customer will be responsible for all activity (including purchases) by any person who accesses this Website using the Username and Password

3.4. Notwithstanding anything in the Online Terms and Conditions of Use or any other agreement between the Customer and CPH Group, all orders made on this Website are subject to acceptance by CPH Group, and no order will be deemed to be accepted by CPH Group until such acceptance has been confirmed to the Customer.

3.5. If the Customer wishes to retain a hard copy of any order it places on this Website, the Customer may print the relevant order confirmation as provided for on this Website using any industry standard web browser. The presentation of an order confirmation on this website indicates only that the relevant order has been received by CPH Group.

3.6. The decision by CPH Group whether or not to accept or fulfil any order will be based upon the Customer's account and credit status at the relevant time. Orders accepted by CPH Group will be confirmed by e-mail to the Customer. CPH Group reserves the right to delay or cancel any order at any time (including at the time of fulfilment) based on the Customer's account or credit status.

3.7. CPH Group Returns Procedure will apply to all items which the Customer wishes to return.

4. Termination of Online Agreement

4.1. The Online Terms and Conditions of Use are effective until terminated by CPH Group, and CPH Group may terminate this agreement and the Customer's access to the Website at any time without notice. In the event of termination, the Customer is no longer authorised to access this Website, but all restrictions imposed on the Customer and all CPH Group disclaimers and limitations of liability set out in the Online Terms and Conditions of Use will survive.

5. Placing of Orders for Goods Online

5.1. The Customer may place an Order through the Website by submitting the electronic order via the Website.

5.2. An Order submitted on the Website in the manner described onsite is an offer by you to purchase Goods for the Price (plus any Delivery Fee and for the avoidance of doubt, GST) as specified at the time you submit your order.

5.3. In completing the electronic order form, you agree to provide complete and accurate information to enable the processing and delivery of your order. This information will also be used by the Delivery Agent to fulfill your order. CPH Group will not be liable to you for your loss or that of any third party for a delay or failure to process, fulfill or deliver Goods to you (or your nominated recipient) due to inaccurate or incomplete personal details provided in respect of an Order by you.

5.4. You may order from CPH Group if you are aged 16 years or over, have an active email account and a telephone number at which you can be easily contacted.

5.5. Once you submit your Order, cancellations of your Order or changes to the Goods in your Order cannot be made (unless changes to the Order are made by agreement with CPH Group in accordance with clause 18 of the general Terms and Conditions and any cancellations are otherwise in accordance with the general Terms and Conditions). You must check your Order carefully prior to submitting your Order with us. For terms regarding cancellations or returns of Orders, see the "Termination and Cancellation" clause (Clause18) of the general Terms and Conditions.

5.6. Where you place consecutive or separate Orders for Goods, we cannot consolidate the Orders into one. A separate Delivery Fee will apply to each Order.

5.7. You will be provided with an automatic Order number upon submission of your Order to the Website. The Order number is required when contacting our Customer Service Centre in regards to your Order.

6. Submission of Reviews Online

6.1. In submitting a review you acknowledge and agree that: (a) you shall not submit any content that is known by you to be false, inaccurate or misleading; (b) You acknowledge that you, not CPH Group, are responsible for the contents of your submission.

6.2. For any content that you submit, you assign to CPH Group all rights, title and interest in and to the content and the said content may be used at CPH Group's sole and absolute discretion.

6.3. You consent to CPH Group having the right to change, condense, delete any content for the purposes of publication, including because CPH Group deems the content to violate the content guidelines or any other provision of these Terms of Use. CPH Group accepts no responsibility or liability where your comments are downloaded from the website by any persons, and for any matters arising after such download.

6.4. The laws of Victoria, Australia govern this agreement.

7. Placement of Orders

7.1. Orders placed by the Customer with the Supplier will be considered valid when placed verbally and in writing or; via the Website, on confirmation of the Order by CPH Group (outlined in Clause 3).

7.2. Customers must provide the Supplier with a Purchase Order before any Goods or Services are provided.

7.3. Any written Quotation given by the Supplier shall expire thirty (30) days after the date of the written quotation. Quotations may also be provided to the Customer by verbal communication over the telephone.

7.4. All prices are based on taxes and statutory charges current at the time of the Quotation. Should these vary during the period from the date of the Quotation to the date of the invoice, the difference will become the responsibility of the Customer and the Customer will be invoiced for the extra charge by the Supplier.

8. Price

8.1. At the Supplier's sole discretion the Price shall be either:

8.1.1. As detailed on invoices provided by the Supplier to the Customer in respect of Goods and or Services supplied; or

8.1.2. The Supplier's quoted Price as for the Order (subject to clause 8.1.2).

8.2. The Supplier reserves the right to change the Price in the event of a variation to the Supplier's Order, and notice will be provided in writing by the Supplier within a reasonable time.

9. Supply & Delivery of Goods

9.1. The Supplier reserves their right to:

9.1.1. Decline requests for any Goods requested by the Customer.

9.1.2. Cancel or postpone the delivery of Goods at their discretion.

9.2. Delivery of the Goods shall be deemed to be complete when the Goods are collected by the Customer or are delivered to the Customer or to the carrier as nominated by the Supplier and/or Customer.

9.3. Unless specified by the Supplier to the contrary in the Order, the Supplier does not warrant that it will be capable of providing the Goods at specific times requested by the Customer during the term of this Agreement.

9.4. Subject to otherwise complying with its obligations under this Agreement, the Supplier shall exercise its independent discretion as to its most appropriate and effective manner of providing the Goods and of satisfying the Customer's expectations of those Goods.

9.5. In the discharge of its duties, the Supplier shall comply with all reasonable directions of the Customer as to the nature and scope of the Goods to be provided.

9.6. Nothing in the above clause shall effect the Supplier's right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regulations and directions or otherwise with its obligations under this Agreement.

9.7. The Supplier may agree to provide, on request from the Customer, additional Goods not included or specifically excluded in the Quotation/Order. In this event, the Supplier shall be entitled to make an additional charge. Additional Goods includes, but is not limited to, alterations, amendments, and any additional visits by the Supplier after provision of the Goods at the request of the Customer.

9.8. Delivery of any Goods by the Supplier to the Customer shall be deemed to be complete when the Goods are collected by the Customer or are delivered to the Customer or to the carrier as nominated by the Supplier and/or Customer

10. Provision of Services

10.1. The Supplier reserves their right to:

10.1.1. Decline requests for any Services requested by the Customer.

10.1.2. Cancel or postpone appointments at their discretion.

10.2 Unless specified by the Supplier to the contrary in the Order, the Supplier does not warrant that it will be capable of providing the Services at specific times requested by the Customer during the term of this Agreement.

10.3 Subject to otherwise complying with its obligations under this Agreement, the Supplier shall exercise its independent discretion as to its most appropriate and effective manner of providing the Services and of satisfying the Customer's expectations of those Services.

10.4 In the discharge of its duties, the Supplier shall comply with all reasonable directions of the Customer as to the nature and scope of the Services provided.

10.5 Nothing in the above clause shall effect the Supplier's right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regulations and directions or otherwise with its obligations under this Agreement.

10.6 The Supplier may agree to provide, on request from the Customer, additional Services not included or specifically excluded in the Quotation/Order. In this event, the Supplier shall be entitled to make an additional charge. Additional Services includes, but is not limited to, alterations, amendments, and any additional visits by the Supplier after provision of the Goods and/or or Services at the request of the Customer.

10.7 The Customer grants full access to the Supplier its servants and agents to the Premises to enable it to carry out the Services.

10.8 The Customer is responsible to obtain all necessary permits and to mark out the site at the Premises for the provision of the Services.

10.9 The Customer is responsible for ensuring that the Goods are secured at the Premises and warrants to be responsible for any loss, damage or theft of the Goods delivered by the Supplier to the Premises.

11. Payment & Credit Policy

11.1 Any reference to Customer shall include all Customers, unless it refers to a specific group of Customers.

11.2 For credit purposes, the two main groups of Customers are Non-Account Customers and Account Customers.

Non-Account Customers

11.3.1. The Customer must make full payment of the Price upon provision of the Goods and/or completion of the Service or with prior arrangement with the Supplier.

Account Customers

11.4.1. Thirty (30) day account customers must make full payment to the Supplier within thirty (30) days from the date of issue of invoice(s) provided by the Supplier for the Goods and / or Services.

Credit

11.5. Credit will only be granted at the sole discretion of the Supplier and upon submission of a completed Credit Application Form.

11.6. Any credit granted may be revised by the Supplier at any time and at its discretion.

11.7. The Supplier reserves the right to withdraw any credit facility upon any breach by the Customer of these Terms of Conditions or upon the Customer ceasing to trade and/or being subject to any legal proceedings and/or the Customer committing an act of insolvency.

11.8. The Customer agrees that upon such withdrawal, any and all monies owing on the account shall become immediately due and payable.

12. Goods & Services Tax

12.1. GST refers to Goods and Services tax under the Goods and Services Act 1999 ("GST Act") and terms used herein have the meanings contained within the GST Act.

12.2. It is agreed between the Customer and the Supplier that the consideration for the Supplier expressed in this Agreement is exclusive of the Supplier's liability of GST.

12.3. On sale:

12.3.1. The Customer will pay to the Supplier, in addition to the total purchase Price, the amount payable by the Supplier of GST on the taxable supply made by the Supplier under this Agreement;

12.3.2. The Supplier shall deliver to the Customer a Tax Invoice for the supply in a form which complies with the GST Act and Regulations.

13. Dishonour of Cheque

13.1. If any cheque issued by the Customer or by any third party in payment of the Price is dishonoured:

13.2. The Supplier may refuse to supply any further Goods until satisfactory payment is received in full, including bank fees and charges;

13.3. The Supplier is entitled to treat the dishonour of the Customer's cheque as a repudiation of this Agreement and to elect between terminating this Agreement or affirming this Agreement, and in each case claiming and recovering compensation for loss or damage suffered from the Customer.

13.3.1. The Customer may be liable for a dishonoured cheque fee of $30.00.

14. Default

14.1. Invoices issued by the Supplier shall be due and payable within thirty (30) days from the end of month on the invoices ("Default Date"). Without prejudice to any other rights of the Supplier, the Customer may be charged account keeping fees of two percentum (2%) monthly on any payment in arrears.

14.2. If the Supplier does not receive the Outstanding Balance for the Price on or before the Default Date, the Supplier may, without prejudice to any other remedy it may have, forward the Customer's outstanding account to a debt collection agency for further action upon which the outstanding invoice would attract a one hundred ($100.00) surcharge. The Customer acknowledges and agrees that:

14.2.1. After the Default Date, the Outstanding Balance shall include, but not limited to, all applicable fees and charges under this Agreement;

14.2.2. The Supplier may, in its discretion, calculate interest at the rate of two percentum (2%) higher than the rate fixed from time to time under Section 2 of the Penalty Interest Rates Act 1983 (Vic) for all monies due by the Customer to the Supplier.

14.2.3. In the event of the Customer being in default of the obligation to pay and the overdue account is then referred to a debt collection agency and/or law firm for collection, the commission payable where the collection agency charges commission on a contingency basis shall be calculated as if the agency has achieved one hundred percent recovery and shall be added to the debt and the legal costs, whether incurred directly or by the agency shall be calculated on the indemnity basis and added to and form part of the debt and the total shall be treated as a liquidated sum.

15. Risk & Liability

15.1. The Customer will ensure when placing Orders that there is sufficient information to enable the Supplier to execute the Order.

15.2. The Supplier takes no responsibility if the specifications are wrong or inaccurate and the Customer will be liable in that event for the expenses incurred by the Supplier for any work required to rectify the Order.

15.3. The Customer is responsible for ensuring that the Supplier is made aware of any special requirements pertaining to the Order and the Supplier relies upon the integrity of the information supplied to it.

15.4. The Supplier takes no responsibility and will not be liable for any damages or costs resulting in the Goods being faulty as a consequence of insufficient information provided by the Customer.

15.5. The Supplier takes no responsibility for representations made in relation to the Goods or any delay in the delivery of the Goods made by a third party or third party manufacturer.

15.6. The Customer acknowledges that the Supplier shall not be liable for and the Customer releases the Supplier from;

15.6.1. Any claims in respect of faulty or defective design of any Goods supplied.

15.6.2. Physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of supply, layout, assembly, installation or operation of the Goods.

15.7. Except as provided in these conditions all express and implied warranties, guarantees and conditions under statute or general law as to merchantable quality, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded.

15.8. The Supplier does not represent that it will provide and/or deliver any Goods unless it is included in the Quote.

15.9. The Customer accepts risk in relation to the Goods when the Goods pass to his care and/or control.

16. Warranty

16.1. The warranty for Goods supplied shall be the current warranty provided by the manufacturer of the Goods. The Supplier shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods. The Supplier will use its best endeavours to assist the Customer with any claim with respect of the Goods.

16.2. The Customer continues to be responsible for all amounts owing to the Supplier in the event that any Goods are supplied on the basis that a manufacturer's warranty is in place and it subsequently becomes known to the parties that the warranty is void or inapplicable.

16.3. Warranty for Goods shall only cover the cost of Goods. The Customer acknowledges that additional costs incurred, such as labour and/or freight, must be borne by the Customer.

17. Retention of Title

17.1. While the risk in Goods shall pass on delivery and/or supply (including all risks associated with unloading), legal and equitable title in the Goods shall remain with the Supplier until full payment of all Goods supplied by the Supplier to the Customer is made. Pending such payment the Customer:

17.1.1. Shall hold the Goods as Bailee for the Supplier and shall return the Goods to the Supplier if so requested.

17.1.2. Agrees to hold the Goods at the Customer's own risk and is liable to compensate the Supplier for all loss or damage sustained to the Goods whilst they are in the Customer's possession.

17.2. The Supplier is authorised to enter the Premises or the premises where the Customer stores the Goods without liability for trespass or any resulting damage in retaking possession of the Goods until the accounts owed to the Supplier by the Customer are fully paid.

17.3. The Customer acknowledges that the Supplier may produce this clause to register its legal and equitable interest of the Goods as a secured party in accordance with the provisions of the Personal Property Securities Act 2009.

18. Termination & Cancellation

Cancellation By Supplier

18.1. The Supplier may cancel any Order to which these Terms and Conditions apply or cancel delivery of Goods at any time before the Goods are delivered provided by giving written notice to the Customer. On giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price. The Supplier shall not be liable for any loss or damage or consequential loss or damage whatever arising from such cancellation.

18.2. Without prejudice to the Supplier's other remedies at law, the Supplier shall be entitled to cancel all or any part of any Order of the Customer which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:

18.2.1. Any money payable to the Supplier becomes overdue; or

18.2.2. The Customer 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

18.2.3. A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

Cancellation By Customer

18.3. Any Order cannot be cancelled by the Customer unless expressly agreed to by the Supplier in writing.

18.4. In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.

18.5. If the Customer places an Order with the Supplier and the Supplier places an Order with a third party Supplier to meet the Customer's request, the Customer shall be liable for the Price of the Goods ordered if the Customer cancels the Order and the Goods have already been dispatched.

Limitation Of Damage

18.6. The Customer acknowledges that in the event of any breach of this Agreement/Order by the Supplier resulting in indirect, special or consequential loss, the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price.

19. Set-Off

19.1. The Customer shall have no right of set-off in any suit, claim or proceeding brought by the Supplier against the Customer for default in payment.

19.2. The Customer acknowledges that the Supplier can produce this clause in bar of any proceeding for set-off.

20. Insurance

20.1. The Supplier is not liable to provide any insurance cover in relation to the provision of the Goods and Services. The Customer is responsible to effect whatever insurance cover he requires at his own expense.

21. Access

21.1. The Customer shall, where relevant, ensure the Supplier has full and safe access to the Premises and any necessary essential services, resources, equipment, materials and information.

21.2. The Customer will be charged an additional fee if the Supplier's work is interfered with or no proper or safe access is provided to the Supplier.

21.3. The Supplier will not be held responsible for any delay due to inclement weather, failure of the Customer to provide required Items or changes requested to be made by the Customer and/or in any circumstances beyond the Supplier's reasonable control.

21.4. The Customer shall supply water and/or electricity to the Supplier to carry out the Order at no costs to the Supplier.

22. Agreed Use

22.1. The Customer acknowledges that the Customer may forfeit any rights if any, he may have against the Supplier if:

22.2. The Goods are applied for any other use to which the Goods are not intended for and/or not in accordance with any applicable manual;

22.2.1. Any alteration to the Goods is carried out other than in accordance with intended alterations and/or the Goods are not repaired by an authorised repairer.

22.3. The Customer further acknowledges sole responsibility for any damage or injury to property or person caused by using the Goods in any way and shall indemnify in full the Supplier, its servants and/or agents in relation to all such claims.

22.4. The Customer acknowledges that he has have not relied on any representation or warranty from the Supplier with respect to the merchantable quality, description, quality, suitability or fitness for use of the Goods.

23. Jurisdiction

23.1 This Agreement is deemed to be made in the State of Victoria and all disputes hereunder shall be determined by the appropriate courts of Victoria.

24. Privacy Act 1988

24.1. The Customer and/or the Guarantor/s agrees;

24.1.1. For the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Customer and Guarantor/s in relation to credit provided by the Supplier.

24.1.2. That the Supplier may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency.

24.1.3. The Customer consent to the Supplier being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

25. Entire Agreement

25.1 These Terms and Conditions as defined in Clause 3.1 constitute the whole Agreement made between the Customer and the Supplier.

25.2 This Agreement can only be amended in writing signed by each of the parties.

25.3 All prior discussions and negotiations are merged within this document and the Supplier expressly waives all prior representations made by him or on his behalf that are in conflict with any clauses in this document in any way.

25.4 Nothing in these Terms and Conditions is intended to have the effect of contravening any applicable provisions of the Competition and Consumer Act 2010 or the Fair Trading Acts in each of the States and Territories of Australia.

I/We understand and agree that the placing of an order signifies full acceptance of the Terms and Conditions set out herein.


© COPYRIGHT CPH GROUP 2014. No part of this site may be copied or reproduced in whole or part in any form without written permission from CPH Group. CPH Group endeavours to keep all pricing on this website held firm but reserves the right to change without notice. Disclaimer I Privacy Policy I Terms & Conditions I Site Map

DISCLAIMER All images on this website are deemed to be approximate representations of the respective product. Images are for demonstration purposes only and may use products other than those supplied by CPH Group. Brand identities depicted on this website are for illustration purposes only. It is not intended or implied that the brand identities featured necessarily endorse or use these products. CPH Group takes no responsibility for misrepresentation and accepts no liability. All rights reserved.

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