Terms & Conditions

OneTemp New Zealand (OneTemp Pty. Ltd)

Terms & Conditions of Sale

1. Agreement

All quotations, offers and supply of goods by OneTemp Pty Ltd are subject to these terms and conditions (“Terms”). These Terms apply to the exclusion of all other conditions, terms, agreements or communication – whether oral or written – unless otherwise expressly agreed in writing by a legal Director of OneTemp Pty Ltd. Any statements made or alternative terms issued by the customer, including those contained in purchase orders or documents, are expressly rejected and shall have no effect on, and shall not operate to modify or override these Terms.

OneTemp Pty Ltd reserves the right to amend these Terms from time to time upon reasonable notice.

2. Definitions

• “ACL” means Australian Consumer Law, which is set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
• “Customer” means the person whose order is received by OneTemp and includes its heirs, executors, administrators, successors and permitted assigns;
• “OneTemp” means OneTemp Pty Ltd, ABN 97 669 592 474 and includes its successors and assigns;
• “Products” means the products supplied by OneTemp;
• “Quotation” means any written or electronic offer issued by OneTemp to the Customer, including those relating to Products advertised on OneTemp’s website, setting out the terms, pricing, and conditions for the supply of such Products; and
• “Price” means the price for the Products appearing in the Quotation.

3. Price

Quotations are valid for and are subject to acceptance within 30 days of the date of Quotation (“Quotation Validity Period”) and thereafter are subject to review by OneTemp. Notwithstanding any other provision of these Terms, OneTemp may increase the Price during the Quotation Validity Period if the cost of supplying Products is increased by more than 3% as a result of increases in costs of supply to OneTemp due to reasons outside of OneTemp’s control – such as, for example, increases in customs duties, exchange rates and taxes.

Notwithstanding the foregoing, Prices displayed on OneTemp’s website are subject to change at any time without notice and may occasionally contain errors. While OneTemp will make reasonable efforts to honour published Prices, it reserves the right to correct any pricing errors and is not obligated to honour Prices that are listed incorrectly.

GST is not included in Price and shall be payable by Customer in addition to Price. Customer acknowledges that Price is based upon customs duties and exchange rates applying at the date of Quotation or if there is no written Quotation, the date of receipt by OneTemp of Customer’s order.

4. Delivery

OneTemp shall deliver Products to the location specified in the Quotation or otherwise agreed by OneTemp in writing. Alternatively, the Customer may request that OneTemp makes Products available at its warehouse to Customer for pick up or Customer-arranged delivery. Unless otherwise provided in writing in a Quotation, Products collected by or on behalf of the Customer from OneTemp’s warehouse shall be at the Customer’s expense and risk.

The delivery records of OneTemp shall be prima facie proof of delivery of Products in the quantity and of the description stated in Quotation in good order to Customer.

Any date of delivery stated (if any) on Quotation is an estimated only. While OneTemp will make reasonable efforts to meet the estimated delivery date, time for delivery is not of the essence. OneTemp is not liable for any delay in delivery or any associated loss or damage, provided it has acted reasonably and without negligence.

OneTemp will not be liable for any delay or failure to perform its obligations to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to:

1. inability to obtain necessary materials or components for the manufacture or supply of the Products;
2. acts of God, pandemics, natural disasters, strikes, lockouts, industrial disputes, war, or actions of government authorities; or
3. delays or disruptions caused by suppliers or subcontractors beyond OneTemp’s reasonable control.

In such cases, OneTemp will notify the Customer as soon as reasonably practicable and take reasonable steps to mitigate the effects of the delay.

The Products will be deemed to have been delivered in good order and condition unless the Customer notifies OneTemp of any shortage, damage, or other fault:

1. verbally within 24 hours of delivery, and
2. confirms such notification in writing within 7 days of the delivery date.

This clause does not limit any rights the Customer may have under the ACL.

Where OneTemp delivers Products by more than one shipment, each shipment shall constitute a separate sale. Any failure on the part of OneTemp to deliver any part of an order within the time stated shall not entitle Customer to cancel or repudiate the agreement in relation to the remaining undelivered balance.

5. Warranty

OneTemp warrants that the Products will be free from defects in workmanship, materials, or design under normal use for a period of 12 months from the date of delivery, unless a different period is specified by OneTemp in writing – whether in the Quotation or on the warranty card accompanying the Product (“Warranty Period”).

The Customer must notify OneTemp in writing of any alleged defect in the Products or services within 7 days of delivery (unless OneTemp, in its sole discretion, agrees to a longer period), including reasonable details of the issue. If OneTemp determines that the Products or services are defective and that the defect did not arise due to unauthorized use, misuse, neglect, improper installation, storage, handling, or alteration, OneTemp will, at its sole discretion:

1. repair the Products;
2. replace the Products or supply equivalent goods; or
3. refund or credit the Price paid for the Products.

6. Limitation if Liability

Nothing in these Terms excludes, restricts or modifies any consumer guarantees, rights, or remedies available under the ACL, which cannot be excluded, restricted, or modified.

Where the Customer is a “consumer” as defined in the ACL and the Products or services provided are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, OneTemp’s liability for a failure to comply with a guarantee conferred by the ACL is limited to any one of the following (as determined by OneTemp):

• a) in the case of the Products:
  • (i) repair the Products;
  • (ii) replace the Products or supply equivalent goods;
  • (iii) reimburse the Customer for the cost of the Products; or
  • (iv) pay the cost of repairing or replacing the Products or acquiring equivalent goods;
• b) in the case of services:
  • (i) re-supply the services; or
  • (ii) pay the cost of having the services re-supplied.

Subject to the foregoing (to the extent the ACL applies), OneTemp is not liable (whether for breach of contract, under indemnity, negligence or on any other legal or equitable basis) to the Customer or any third party for any loss of use, profit, revenue, business, data, reputation, contract, goodwill or anticipated benefit or saving, or for any delay, financing costs or increase in operating costs or for any special, indirect or consequential loss or damage arising out of or in connection with the Customer’s use of, or inability to use the Product(s). Otherwise, OneTemp’s maximum aggregate liability (whether for breach of contract, under indemnity, negligence or on any other legal or equitable basis) under or in connection with these Terms is limited to the Price paid by the Customer for the Product(s) and services giving rise to the claim.

7. Payment

Customer must pay Price in full at the time of placing order, unless credit terms have been previously agreed by OneTemp in writing. Where credit terms apply, payment is due no later than thirty (30) days from the date of invoice, unless a longer period is agreed by OneTemp in such credit terms.

OneTemp reserves the right to charge interest on any overdue amounts at a rate of 10% per annum, calculated daily from the due date until payment is received in full, without prejudice to its other rights or remedies. The Customer shall also be liable for all reasonable costs and expenses incurred by OneTemp in recovering overdue amounts, including legal costs (on a solicitor/client basis).

8. Title and Risk

Ownership and legal title in the Products shall remain with OneTemp until OneTemp has received payment in full of all amounts due from the Customer.
Risk in the Products shall pass to the Customer:

1. If OneTemp is responsible for delivery – upon delivery of Products to the Customer; and
2. If the Customer collects the Products from OneTemp’s warehouse or otherwise arranges its own delivery – upon collection of the Products by or on behalf of the Customer from OneTemp’s warehouse.

Should the Customer fail to pay for the Goods in full pursuant to these Terms, OneTemp reserves the right to repossess the Products at the Customer’s cost.

Until title passes, the Customer may sell the Products in the ordinary course of its business only as OneTemp’s agent, provided that:

1. the Customer must sell any identical, non-OneTemp stock first;
2. any proceeds of sale (and any related receivables) are held on trust for OneTemp and must be accounted for separately; and
3. OneTemp is not bound by any agreement between the Customer and a third party.

Notwithstanding any terms of credit that may be granted to Customer by OneTemp, Customer shall account to OneTemp for the price of OneTemp products once the OneTemp, products are resold by Customer and the proceeds of sale received by Customer.

Customer shall at all times store any OneTemp Products that have not been paid for in such a manner that they are clearly identifiable as being the property of OneTemp. In any event, records shall be kept by Customer of any OneTemp Products in the possession of Customer including but not limited to serial numbers (if any) and sufficient records shall be kept or practices adopted by Customer to enable OneTemp to identify its property. If for any reason OneTemp products become mixed with non- OneTemp Products such that OneTemp products cannot be clearly identified, the parties hereby agree that Customer shall be deemed to have disposed of the non- OneTemp Products first.

Any credit terms granted by OneTemp (if any) to Customer shall terminate immediately, and all outstanding amounts to OneTemp shall become due and payable if:

1. Customer becomes insolvent, bankrupt, or subject to external administration;
2. enforcement action is taken against the Customer’s assets;
3. Customer fails to pay any amounts when due; or
4. Products become a component of another item.

9. PPSA

To the extent that OneTemp has any security interest (as defined in section 12(1) of the Personal Property Securities Act 2009 (Cth) (PPSA)) arising under or in connection with these Terms, if requested by OneTemp the Customer must (at its expense) provide all assistance and information to enable OneTemp to register the security interest, and to ensure that it is fully effective, perfected, and enforceable with the priority required by OneTemp.

In the event of any default under these terms and conditions by the Customer, in addition to its rights under this contract, OneTemp may exercise any and all of its enforcement rights under the PPSA.

The Customer agrees, to the extent permitted by law:

1. that OneTemp may register a financing statement on the ‘Personal Property Securities Register’ under the PPSA against the Customer;
2. not to change its name, address for service, contact details or any other of its data used to register a financing statement without notifying OneTemp in writing of the Customer’s intentions at least 10 business days prior to doing so; and
3. to waive its rights to receive any notice, statement, or information required to be given by OneTemp under any provision of the PPSA.

10. Cancellation of Orders

Customer shall not cancel any order placed with OneTemp for Products without the written consent of OneTemp. Where OneTemp agrees to such cancellation, OneTemp may issue the Customer with a credit pursuant to clause 11.

11. Credits

OneTemp may, at its discretion, accept the return of standard stocked Products under clause 10 for credit, subject to the following conditions:

1. the Products are returned within 14 days of delivery;
2. the Products are returned at the Customer’s cost to OneTemp’s warehouse;
3. the Products are in their original packaging, in undamaged, unused, and re-saleable condition; and
4. the return is accompanied by documentation stating the original invoice number, date of purchase, and reason for return.

If the above conditions are met, OneTemp will credit 80% of the original invoice value of the returned Products, unless a higher amount is agreed in writing.

Products made to special order, as well as any special, non-stocked products purchased in by OneTemp specifically for the Customer cannot be credited. OneTemp may, on a case-by-case basis, assist the Customer with the return such Products to manufacturers, at the Customer’s costs and subject to payment by the Customer of relevant freights costs and costs incurred by OneTemp (for example, manufacturer’s restocking or return costs). Such Products must be in their original packaging, in undamaged, unused, and re-saleable condition, and the Customer must compensate OneTemp for any costs and expenses incurred by OneTemp should the Products fail to be in such condition and are not accepted for return by the manufacturer.

12. Variations

Any variations to the order made by Customer following receipt by OneTemp of Customer’s order shall be subject to reasonable adjustment for Price, date of delivery and any additional expenses incurred by OneTemp due to such variation.

13. Installation

Where a Contract includes installation or commissioning of the Products by OneTemp, OneTemp is responsible for ensuring that the Products are installed in accordance with the manufacturer’s specifications and operate correctly under normal use once installed.

OneTemp is not responsible for the performance or operation of any third-party equipment or services not supplied by OneTemp. If damage to OneTemp’s Products is directly caused by the actions, omissions, or interference of third parties, OneTemp may charge the Customer the reasonable cost of repair or replacement, to the extent permitted by law.

14. Software

If any Product includes software (whether embedded or supplied separately), the Customer’s use of that software is subject to the applicable end user licence agreement (EULA) or other terms and conditions specified by the software vendor, as provided with the software, included in the Product documentation, or otherwise made available to the Customer.

The Customer agrees to comply with those terms, including any updates or amendments issued by the software vendor from time to time.

OneTemp does not grant any rights in relation to the software beyond those expressly permitted by the software vendor.

15. Data and Performance

All drawings and printed material accompanying Quotation or in customer’s possession before or after it accepts Quotation are informative only. Performance figures are based on OneTemp’s experience and are such as OneTemp would expect to obtain on testing and no liability in respect of any variation thereto shall be accepted by OneTemp unless such performance figures have been specifically guaranteed by OneTemp in writing in which case the performance figures will be subject to recognized tolerance and rejection limits. It shall be Customer’s responsibility to ensure that the capacity and performance of Products are sufficient and suitable for Customers’ purposes.

16. General

These Terms may be modified only by a written instrument signed by both parties.

This agreement represents the entire agreement between the parties and shall supersede all prior agreements and communications of the parties, oral or written.

OneTemp will retain ownership of its pre-existing intellectual property, including any modifications thereto. As between Customer and OneTemp, all intellectual property in or relating to the Products (any embedded software, designs (including design of the Products), drawings, or documentation) remain property of OneTemp.

Neither party may assign its rights or obligations under this agreement without the other party’s written consent, which consent must not be unreasonably withheld or delayed.

The headings and titles contained in these Terms are included for convenience only and shall not limit or otherwise affect the terms of this agreement.

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of these Terms shall have full force and effect.

The failure by either party to exercise any right provided in these Terms shall not be a waiver of prior or subsequent rights.

These Terms are governed by the laws of South Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of South Australia.

The parties hereby agree to all of the above terms and have executed this agreement by a duly authorized officer, agent or representative.

17. Acceptance of Terms and Conditions

These Terms apply to all purchases of Products made via this website. By using this website and placing an order, the Customer agrees to be bound by these Terms. Submitting an order through the website constitutes the Customer’s acknowledgment and acceptance of these Terms in full.