Terms & Conditions
Orders & price
- R.P’s shown are indicative only. There is no requirement to comply.
- Except specifically expressed, all prices quoted or that have appeared in ROOROO’s price list are exclusive of any tax, import, duty or other levies. ROOROO reserves the right at any time between the time of quotation and / or order and the date of delivery of the goods or provision of services to make any reasonable adjustment to prices unless Customer places its order within the validity of the quotation and RooRoo has accepted the Customer’s purchase order and issued an invoice. All prices in the price list are subject to change without notice and without recourse to ROOROO. All prices are quoted in Australian Dollars and are based on ex-factory availability from Melbourne, Victoria.
- All goods sold, services provided and fees charged by ROOROO will be charged GST at the prevailing rate as currently set by the Australian Taxation Office (ATO), or relevant legislation, and must be paid by the Customer in addition to the price of the products, services and fees.
- An official order, in writing on company letterhead, or equivalent, must be issued to ROOROO before any delivery can be effected. Orders must clearly state -Order Number, Name and Signature of Purchasing Officer, Product code(s), Configuration(s) Required, Unit Price and Total Order Value, Delivery Address, Delivery Date/Schedule required, Invoice Address, Special Requirements/Conditions etc.
Dispatching & delivery
- Delivery dates and times quoted for delivery of goods, or the provision of services, are estimates only and RooRoo shall not be liable for any loss or damages howsoever arising as a result or consequence of any failure to deliver or delay in delivery of any goods or services arising from any circumstances. The Customer shall not be relieved of any obligation to accept or pay for goods or services by reason of any delay in delivery, despatch or performance. RooRoo reserves the right to deliver by way of partial shipments and each partial shipment shall be deemed to be sold under a separate sales contract. No cancellation of sales contract is allowed if goods or services have been delivered by the courier.
- RooRoo reserves the right to cancel sales orders without prior notice:
- if the Customer does not collect goods from the warehouse of RooRoo within seven (7) days of placing their order; or
- when the delivery / dispatch of orders is delayed for more than seven (7) days due to payment not being received.
- Unless expressed otherwise, delivery charges are at the expense of the Customer. Customers are requested to arrange their own transportation for the picking up of orders. In the event that RooRoo has to organise transportation and delivery, a standard freight charge will apply. Any transit insurance is the responsibility of the Customer. RooRoo will not be responsible for any damages or loss whatsoever during transit once goods are despatched out of RooRoo’s warehouse.
- Payment terms are normally CBD (cleared funds before delivery) unless the Customer has a credit account with RooRoo in place.
- The Customer is required to complete the Account Application Form in order for RooRoo to open an account for trading. The Customer requests that RooRoo supply goods and/or services for which the Customer undertakes to pay RooRoo the agreed price(s) within the terms agreed, or if no such terms have been approved by RooRoo, by cleared funds before delivery. A credit account may be granted to the Customer at the sole discretion of RooRoo. Details of the credit account will be notified separately. The Customer must maintain the credit account with RooRoo within the credit limit and payment terms provided. Payment is required immediately if the account exceeds the credit limit and/or is outside the payment terms. RooRoo reserves the right to cancel credit accounts without prior notice. All overdue amounts are subject to a default interest rate of 3% per annum above the prevailing prime lending rate, calculated on an overdue balance on a daily basis.
- RooRoo will not accept a company cheque at the time of delivery unless a COD or credit account is granted to the Customer. There will be a $50.00 (excluding GST) charge of administration and recovery of bank fees etc. for all returned cheques. At the sole discretion of RooRoo, credit or COD accounts of the Customers who have a bounced cheque record may be cancelled without prior notice. Once a credit account is cancelled, any order placed by the Customer to RooRoo thereafter is required to be paid on CBD (cleared fund before delivery) terms.
- In the event of any default in payment to RooRoo for an amount of more than $150 and for more than 30 days by the Customer (including in respect of the Cloud Services) or where a demand has been made against a guarantor of the Customer’s account, without limiting any of the other rights it may have, RooRoo may in its absolute discretion:
- record the default with RooRoo’s credit information provider; and/or
- terminate these terms and conditions and any other agreements it has with the Customer related to the resale of products or services supplied by RooRoo.
- In the event of any default in payment to RooRoo, the Customer shall pay to RooRoo costs of and incidentals to the recovery of such sums as may be due, including all mercantile and like fees and legal fees and charges on a solicitor, filing fees, stamp duty, taxes or any other fees payable, or incurred in relation to such recovery process. Payment received from the Customer will applied in the order of cost of recovery of debt, interest on overdue amount, then to the principal debt amount.
Retention of title, property and risk
- Risk for all products shall pass from RooRoo to the Customer when the products are delivered
- Until RooRoo has been paid in full for all goods supplied to the Customer under any contract whatsoever between the Customer and RooRoo:
- All rights, interests and title of the goods shall remain as property of RooRoo.
- Should the goods or part thereof be affixed or added to any other items, such attachment shall be effected by the Customer solely as an agent for RooRoo and RooRoo shall have full legal and beneficial title to the whole of the new product thereby created.
- Until all rights, interests and title in and to such goods passes to the Customer, the Customer must:
- insure the goods for their full replacement value,
- store the goods and any new products as referred to in (b) in a way that enables them to be clearly identified as the property of RooRoo,
- not pledge, grant a security interest in or in any way charge by way of security for any indebtedness, any of the goods.
- Subject to (e) and (f), the Customer shall be at liberty to sell the goods and the new products in the ordinary course of the business on the basis that the Customer shall be under a fiduciary duty to RooRoo and to account to RooRoo for the proceeds of such sale but may deduct from such proceeds any excess of such proceeds of the total amount due by the Customer to RooRoo under any contract whatsoever, provided that the Customer shall have no authority to enter into any contract of sale on behalf of RooRoo. Any contract or sale shall be accordingly concluded in the name of the Customer.
- RooRoo may at any time revoke the Customer’s power of sale by notice to the Customer if the Customer is in default in payment of any sum whatsoever due to RooRoo in respect of any goods or services supplied to the Customer by RooRoo or any other sums whatsoever or if any bill of exchange, cheque or any other negotiable instrument drawn or accepted by the Customer in favour of RooRoo is dishonoured on presentation for payment or if RooRoo has bona fide doubts as to the solvency of the Customer.
- The Customer’s power of sale shall automatically cease in the event of the appointment of a Receiver, Receiver and Manager, Administrator or Controller over any, or all of the assets or undertaking of the Customer or upon the commencement of a winding up application, the appointment of a Liquidator or if the Customer calls a meeting of, or makes any arrangement or composition with creditors or commits any act of bankruptcy.
- Upon termination of the Customer’s power of sale under (e) or (f), RooRoo may demand the return of any goods that has been supplied and delivered to the Customer and the new products referred to (b) of this clause. If the Customer fails to return such goods immediately, the Customer must do all things necessary at its own expense to enable RooRoo to enter the Customer’s premises or that of third party where the goods are stored to repossess the goods.
- Payment terms thereafter will be on a strictly CBD (cleared fund before delivery) basis only. Sales will be made subject to RooRoo’s standard Conditions of Sales
- It is acknowledged that clause 18, 19 and their subclauses have been specifically drawn to the Customer’s attention that the Customer has read and fully understands these terms and accepts them without reservation. These clauses also create a security interest in favour of RooRoo, which RooRoo may perfect by effecting a registration on the Personal Property Securities Register (PPSR).
- Words and expressions used in this clause that are not expressly defined in these terms and conditions but which have a defined meaning in the Personal Property Securities Act 2009 (Cth) (PPSA) have the same meanings as in the PPSA.
- To secure all the Customer’s present and future obligations, including without limitation its payment obligations, and liabilities to RooRoo (Secured Obligations), the Customer hereby grants a security interest in all its personal property and charges all its other property, including without limitation all its rights, title and interest in and to any land, by way of a charge to and in favour of RooRoo (Secured Property), without regard to the kind or location of the Secured Property, or whether the Secured Property is held by the Customer as beneficial owner, as trustee of a trust, or jointly with one or more persons. The Customer acknowledges and agrees that the security interest created under this clause attaches to the Secured Property in accordance with the PPSA and confirms that it has not agreed to postpone the time for attachment.
- The Customer is entitled to request RooRoo to discharge the charge and security interest created under this clause if (i) it satisfies the Secured Obligations in full, (ii) all commitments that might give rise to any Secured Obligations are terminated, and (iii) no payment, conveyance or transfer to RooRoo in satisfaction of any Secured Obligation is void, set aside or voidable, or potentially void, capable of being set aside, or voidable.
- The Customer acknowledges and agrees that if it fails to fully satisfy any of its payment obligations to RooRoo, RooRoo may: (i) enforce its security interest and charge; (ii) declare the Secured Obligations immediately due and performable; or (iii) declare the Secured Obligations due and performable on demand.
- Without limiting anything else in these standard terms and conditions, the Customer consents to RooRoo registering the security interests and charges created under these standard terms and conditions on the PPSR and any other applicable registers, including without limitation the lodgement of one or more caveats or other such notices in respect of any land in and to which the Customer has any rights, title and interest.
- The Customer will not, without notice, change their name or initiate any change to any registered documentation, or act in any manner which would impact on the registered security interest of RooRoo;
- The Customer waives any right the Customer has under the PPSA to:
- receive notice in relation to registration events; or
- to claim any damages available under section 271 of the PPSA.
- The Customer agrees to waive or exclude such sections of the PPSA as RooRoo may require, subject to those sections being capable of exclusion.
Warranty & return
- All products supplied by RooRoo are covered, as standard, by the relevant manufacturer’s warranty on a Return to Base (RTB) basis, which means that a defective product is required to be returned to RooRoo or the Authorised Service Centres of RooRoo at the Customer’s own cost. Details of the manufacturer’s warranty for individual products are listed separately in the Warranty Matrix which RooRoo reserves the right at all times to change according to the manufacturer’s direction.
- Any return of a defective product to RooRoo must be first authorised in accordance with the following process:
- The Customer must obtain a Return Authorisation Number (RA Number) from RooRoo prior to shipping the defective products to RooRoo.
- The Customer shall then be authorised to return the defective products, noting the RA Number and proof of purchase, to RooRoo or the Authorised Service Centres of RooRoo.
- RooRoo will not accept any return or claim under the manufacturer's warranty of a defective product if it does not comply with the above procedure. No defective product or claim under the warranty or return of any product will be credited to the Customer's account unless the Customer has complied with the directions as set out in clause 22 to RooRoo’s reasonable satisfaction.
- Except when an approval has been obtained from or a separate agreement has been reached with RooRoo to waive the restocking fee, a re-stocking fee will apply to all goods returned for credit. The credit value of returned goods will be at the current selling price at the time of return less a 15% re-stocking fee calculated based on the original selling value of the returned goods.
- The Customer undertakes to RooRoo that it will acquire any products and/or services from RooRoo in accordance with these terms and conditions strictly for the purpose of resupplying those products and/or services to consumers in the course of its business.
Contrary, liability & jurisdiction
- Failure by RooRoo to insist upon strict performance of any term or condition herein shall not be deemed a waiver thereof or of any rights RooRoo may have, and shall not be deemed a waiver of any subsequent breach of any term or condition.
- RooRoo’s liability to the Customer is limited in accordance with clause 35 for all loss or damage suffered by the Customer in connection with or arising out of these terms and conditions or any sales contract other than any loss or damage for which RooRoo is required to indemnify the Customer under Division 3 of Part 5-4 of the Australian Consumer Law. In the event that the provisions of Division 3 of Part 5-4 of the Australian Consumer Law apply to require RooRoo to indemnify the Customer for loss or damage suffered by the Customer, the Customer acknowledges that it is fair and reasonable that RooRoo’s liability to indemnify the Customer is limited to the maximum extent permissible under section 276A of the Australian Consumer Law.
- Subject to clause 34, RooRoo shall not be liable to the Customer or the Customer’s servants, agents, or representatives of the Customer for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort, contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or indirect labour costs and overhead expenses and damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributed to the performance of the sales contract (including any contract for the provision of the Cloud Services by RooRoo to the Customer) and in no event shall any claim be recognised unless the claim is in writing and received by RooRoo within fourteen (14) days of the date of delivery. In any event, the liability of RooRoo under any sales contract (including any contract for the provision of the Cloud Services by RooRoo to the Customer) is limited to the replacement of the goods or the supply of equivalent goods or the repair of the goods.
- These terms and conditions are the entire agreement between RooRoo and the Customer with respect to the transactions and matters contemplated herein and are deemed to be incorporated into all quotations and sales contracts (express or implied) for the supply of goods and services (including Cloud Services) to the Customer and supersede all terms and conditions previously issued by RooRoo. No sales contract for the supply of goods or provision of services (including Cloud Services) shall exist between RooRoo and the Customer except upon these terms and conditions unless their exclusion or modification is agreed to in writing by RooRoo. Any order placed by the Customer is deemed to be an order incorporating these terms and conditions notwithstanding any inconsistencies in the Customer’s order. Each order placed by the Customer is subject to acceptance or rejection by RooRoo and is not binding on RooRoo prior to RooRoo’s acceptance of it. RooRoo may refuse to proceed with any sales contract at any time if the Customer’s credit is or becomes unsatisfactory to RooRoo.
- These terms and conditions and all other contracts entered into between RooRoo and the Customer referred to in these terms and conditions are subject to the laws in force in the ACT, Australia, and the parties submit to the jurisdiction of the courts of the ACT.