These Terms and Conditions apply to the sale of goods to the Customer by Highsun.
1.    Definitions

1.1  Application means the application for credit completed and signed by the Customer and accepted by Highsun including the terms of any guarantee;

1.2  CCA means the Competition and Consumer Act 2010 (Cth) as amended;

1.3  Consequential Loss means loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay, or any consequential, special or indirect loss or damage, whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under indemnity, contract, tort (including negligence, statute or otherwise;

1.4  Credit Limit means the credit limit for any account of the Customer approved by Highsun;

1.5  Customer means the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any Application or other form provided by Highsun to the Customer together with their successors and assigns;

1.6  Delivery Date means the estimated date of shipment or delivery of the Goods as specified in the Order Confirmation;

1.7  Deposit means the portion of the Price specified in the Order Confirmation payable by the Customer prior to dispatch of the Goods for delivery;

1.8  Guarantor means that person (or persons) who agrees to be liable for the debts of the Customer on a principal debtor basis as set out in the Application;

1.9  Goods mean all goods supplied by Highsun to the Customer from time to time and are as described on any order, invoices, quotation or any other forms as provided by Highsun to the Customer;

1.10 Highsun means Highsun Express Seeds Pty Ltd A.C.N. 083 501 615 trading as “Highsun Express” and “Proptec”, its successors and assigns or any person acting on behalf of and with the authority of Highsun;

1.11 Loss means any loss, expense, cost, liability or damage of any kind and includes Consequential Loss and any fine or penalty imposed by a statutory or other authority and whether aririnsg from a claim under indemnity, contract, tort (including negligence), statute or otherwise;

1.12 Minimum Order Price means fifty dollars ($50.00) exclusive of GST;

1.13 Order means an order placed in writing by a Customer specifying the type and quantity of Goods required (including details of any special requirements);

1.14 Order Confirmation means a confirmation of an Order in writing issued by Highsun to the Customer.

1.15 PPSA means the Personal Property Securities Act 2009 (Cth) as amended;

1.16 PPSR means the Personal Property Securities Register;

1.17 Price means the price payable for the Goods as agreed between Highsun and the Customer in accordance with clause 3 of the Terms & Conditions;

1.18 Solicitor and Client Legal Costs means all legal costs and disbursements incurred by Highsun in pursuing any debt arising from any default in payment of the Price or any invoice when due, except for those of an unreasonable amount or unreasonably incurred, unless approved by the Customer; and

1.19 Terms & Conditions means these terms and conditions, the Application (if applicable), any invoice and any other documentation relating to the supply of the Goods and attached to these Terms & Conditions.

2.    Acceptance

2.1  These Terms & Conditions apply and are incorporated into each and every Order for the supply of Goods or the Customer’s acceptance of Goods.

2.2  The following terms will apply to Customers who have completed an Application and been approved with a Credit Limit:

2.2.1   The Customer acknowledges that the supply of Goods on credit will not take effect until the Customer has completed the Application with Highsun and the Customer has been approved with a Credit Limit.

2.2.2   A new Application must be completed if there has been no supply of Goods for more than two (2) years.

2.2.3   In the event that the supply of Goods request exceeds the Credit Limit and/or the account exceeds the payment terms, Highsun reserves the right to refuse supply and/or delivery of any Goods or require payment on a cash on delivery basis.

2.3  Where more than one (1) Customer has entered into these Terms & Conditions, the Customers will be jointly and severally liable for all payments of the Price.

2.4  The Customer will give Highsun not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, telephone number, or business practice). The Customer will be liable for any Loss incurred by Highsun as a result of the Customer’s failure to comply with this clause.

2.5  If Highsun varies these Terms & Conditions and provides reasonable notice to the Customer of the variation, these Terms & Conditions are varied and incorporated into each and every contract for the supply of Goods made between Highsun and the Customer after the date of such notice.

2.6  Goods are supplied by Highsun only on these Terms & Conditions to the exclusion of anything to the contrary in the terms of the Customer’s Order notwithstanding that any such Order is placed on terms that purport to override these Terms & Conditions unless such terms and conditions have been agreed in writing by Highsun.

3.    Orders

3.1  All Orders are to be made in writing as follows:

3.1.1   for Orders of plugs, seeds and tissue culture from Highsun Express – by email to info@highsun.com.au or fax to 1800 644 015;

3.1.2   for Orders of propogation supplies from Proptec – by email to info@proptect.com.au or fax to 1800 644 015.

3.2  Orders are not accepted until an Order Confirmation is issued to the Customer by Highsun.

3.3  The Customer acknowledges that Orders of certain Goods are subject to the following lead times:

3.3.1   for Orders of plugs and seeds from Highsun Express – four (4) weeks;

3.3.2   for Orders of tissue culture from Highsun Express – four (4) to eight (8) months;

3.3.3   for Orders of propagation supplies from Proptec – six (6) to eight (8) weeks.

3.4  The sum of an Order for plugs and seeds from Highsun Express must be equal to or greater than the Minimum Order Price. Where the Order is less than the Minimum Order Price, Highsun reserves the right to increase the Order to meet the Minimum Order Price.

3.5  Highsun has the right to substitute Goods ordered by the Customer for another type or quantity of goods (provided that such substituted goods are of similar nature and quality), unless the Customer specifically advises Highsun in writing prior to the Goods being dispatched that substituted goods will not be accepted.

4.    Price and Payment

4.1  At Highsun’s sole discretion the Price will be either:

4.1.1   as indicated on invoices or statements provided by Highsun to the Customer in respect of Goods supplied or delivered; or

4.1.2   Highsun’s price for the Goods as at the Delivery Date of the Goods according to Highsun’s current advertised catalogue.

4.2  Highsun may request payment by the Customer of a non-refundable Deposit prior to the supply or delivery of the Goods.

4.3  Highsun may, in its sole discretion, require payment of the Price by the Customer either prior to or on delivery of the Goods. If pre-payment of the Price is required, payment must be received by Highsun by 12pm the day prior to dispatch of the Goods.

4.4  Payment of the Price will be as stated on the invoice or any other form provided by Highsun to the Customer. If no time for payment of the Price is stated then payment of the Price will be thirty (30) days following the date of the relevant invoice or statement (as the case may be).

4.5  Payment of the Price must be made by cash, personal cheque, bank cheque, credit card, direct credit, or by any other method as agreed to between the Customer and Highsun.  Any payment of the Price by credit card may incur a surcharge of up to three percent (3%) of the Price.

4.6  Unless otherwise stated, GST and other taxes and duties that may be applicable to the supply of the Goods by Highsun will be added to the Price.

4.7  Prices shown in any catalogue published by Highsun may be varied without notice to the Customer at any time.

5.    Delivery of Goods

5.1  The Customer acknowledges that the Delivery Date specified on the Order Confirmation is an estimate only.

5.2  The Customer may collect the Goods from Highsun’s nominated business premises by giving forty-eight (48) hours notice in writing to Highsun. Collection hours are strictly between 9:00am to 4:00pm Monday to Thursday and 9:00am to 12:00pm Friday.

5.3  At Highsun’s sole discretion, delivery of the Goods is deemed to have taken place when:

5.3.1   the Customer takes possession of the Goods at Highsun’s nominated business address; or

5.3.2   the Goods are delivered to the Customer’s address as specified in the Order (in the event that the Goods are delivered by Highsun or Highsun’s nominated carrier); or

5.3.3   the Customer’s nominated carrier takes possession of the Goods in which event the carrier will be deemed to be the Customer’s agent.

5.4  The cost of delivery of the Goods will be either:

5.4.1   included in the Price; or

5.4.2   in addition to the Price;

and will be advised to the Customer prior to delivery of any Goods.

5.5  Orders over five hundred dollars ($500.00) exclusive of GST will receive free express delivery.

5.6  The Customer is liable to pay Highsun for the costs of any special packing or packing materials used for the Goods.

5.7  The Customer will make all arrangements necessary to take delivery of the Goods on the day and time nominated by Highsun. In the event that the Customer is unable to take delivery of the Goods at the nominated day and time:

5.7.1   the Customer acknowledges and agrees that the quality and standard of the Goods may be affected or diminished and Highsun accepts no responsibility for the same; and

5.7.2   Highsun will be entitled to charge a reasonable fee for redelivery of the Goods.

5.8  Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of these Terms & Conditions.

5.9  Highsun may, in its sole discretion, deliver the Goods by separate installments. Each separate installment will be invoiced by Highsun and paid by the Customer in accordance with these Terms & Conditions.

5.10 The Customer will take delivery of the Goods notwithstanding that the quantity so delivered may be either greater or lesser than the Order Confirmation provided that:

5.10.1 such discrepancy in quantity does not exceed five percent (5%); and

5.10.2 the Price is adjusted pro rata to the extent of the discrepancy.

5.11 Where the Customer expressly requests Highsun to either:

5.11.1 leave Goods outside Highsun’s nominated business premises for collection; or

5.11.2 deliver the Goods to an unattended location,

such Goods are at the Customer’s sole risk.

5.12 Any failure or delay in delivery of the Goods by Highsun will not entitle either party to treat the Terms & Conditions as repudiated.

5.13 Highsun will not be liable for any Loss whatsoever due to any failure by Highsun to deliver the Goods (or any part of them) promptly or at all, where such failure is due to circumstances beyond the control of Highsun.

6.    Title

6.1  The Customer agrees that title in and to the Goods will not pass to the Customer until:

6.1.1   the Customer has paid Highsun all amounts owing for any Goods supplied by Highsun; and

6.1.2   the Customer has met all other obligations due by the Customer to Highsun in respect of all invoices and contracts as and between Highsun and the Customer.

6.2  The parties acknowledge and agree as follows:

6.2.1   Where practicable, the Customer will keep the Goods separate and identifiable until Highsun has received payment in full of all outstanding monies the Customer owes Highsun and all other obligations of the Customer have been complied with.

6.2.2   Until such time as title in and to the Goods passes from Highsun to the Customer pursuant to these Terms & Conditions, Highsun may give notice in writing to the Customer to return the Goods or any of them to Highsun.

6.2.3   Highsun will have the right of stopping the Goods in transit whether or not delivery has been made.

6.2.4   If the Customer fails to return the Goods to Highsun then Highsun or Highsun’s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods.

6.2.5   The Customer is only a bailee of the Goods and until such time as Highsun has received payment in full of all outstanding monies the Customer owes Highsun and the Customer will hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to Highsun for the Goods, on trust for Highsun.  The Customer will not deal with the money of Highsun in any way which may be adverse to Highsun’s interests.

6.2.6   The Customer will not charge the Goods in any way nor grant nor otherwise give any interest (including any security interest) in the Goods until title in the Goods pass to the Customer.

6.2.7   Highsun may issue proceedings to recover any monies owing by the Customer, notwithstanding that title to or in the Goods may not have passed to the Customer.

6.2.8   Until such time as title to or in the Goods passes to the Customer by the operation of this clause 6, if the Goods are converted into other products, the parties agree that Highsun will be the owner of any end products comprising the Goods.

7.    Risk

7.1  Notwithstanding anything else in these Terms & Conditions, all risk in the Goods passes to the Customer at the time of delivery and the Customer must insure the Goods from that time.

7.2  If any of the Goods are damaged or destroyed after delivery of the Goods but prior to title in the Goods passing to the Customer, Highsun is entitled to receive all insurance proceeds received by the Customer for the Goods.

7.3  The production of these Terms and Conditions by Highsun is sufficient evidence of Highsun’s rights to receive the insurance proceeds without the need for any person dealing with Highsun to make further enquiries.

8.    CCA

8.1  Subject to Highsun’s statutory obligations under the CCA the following provisions apply:

8.1.1   Highsun’s liability for a breach of a condition or warranty implied by Pt 3–2 Div 1 of the CCA is limited to any one (1) or more of the following:

(i)    the replacement of the Goods or the supply of equivalent goods;

(ii)   the repair of the Goods;

(iii)  the payment of the cost of replacing the Goods or of acquiring equivalent goods; or

(iv)  the payment of the cost of having the Goods repaired.

8.1.2  Subject to Highsun’s statutory obligations under the CCA and except as provided in these Terms & Conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded.

8.1.3  Highsun is not liable to the Customer for any physical or financial injury, Loss or Consequential Loss of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out of negligence or in any way whatsoever.

8.1.4   Highsun’s liability under section 274 of the CCA is expressly limited to a liability to pay the Customer an amount equal to:

(i)    the cost of replacing the Goods;

(ii)   the cost of obtaining equivalent goods; or

(iii)  the cost of having the Goods repaired,

whichever is the lowest amount.

9.    PPSA

9.1  In this clause:

9.1.1   financing statement has the meaning given to it by the PPSA;

9.1.2   financing change statement has the meaning given to it by the PPSA;

9.1.3   security agreement means the security agreement under the PPSA created between the Customer and Highsun by the Terms & Conditions; and

9.1.4   security interest has the meaning given to it by the PPSA.

9.2  Upon assenting to these Terms and Conditions in writing the Customer acknowledges and agrees that these Terms & Conditions:

9.2.1   constitute a security agreement for the purposes of the PPSA; and

9.2.2   create a security interest in:

(i)    all Goods previously supplied by Highsun to the Customer (if any); and

(ii)   all Goods that will be supplied in the future by Highsun to the Customer.

9.3  The Customer undertakes to:

9.3.1   promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Highsun may reasonably require to:

(i)    register a financing statement or financing change statement in relation to a security interest on the PPSR;

(ii)   register any other document required to be registered by the PPSA; or

(iii)  correct a defect in a statement referred to in clause 9.3.1(i) or clause 9.3.1(ii);

9.3.2   indemnify, and upon demand reimburse, Highsun for all expenses incurred in registering a financing statement or financing change statement on the PPSR established by the PPSA or releasing any Goods charged thereby;

9.3.3   not register a financing change statement in respect of a security interest without the prior written consent of Highsun;

9.3.4   not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Highsun; and

9.3.5   immediately advise Highsun of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

9.4  Highsun and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms & Conditions.

9.5  The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4) and 135of the PPSA.

9.6  The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

9.7  Unless otherwise agreed to in writing by Highsun, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.

9.8  The Customer will unconditionally ratify any actions taken by Highsun under clauses 9.3, 9.4 and 9.5.

10.  Warranties

10.1 To the extent permitted by law, Highsun does not warrant the following:

10.1.1 any of the Goods that are not manufactured or produced by Highsun; or

10.1.2 defects or deterioration in or of the Goods which, in the opinion of Highsun, have been caused by careless or improper handling, negligence, misuse, non-adherence to care, operating, cleaning or maintenance instructions, alterations or repairs carried out by anyone other than Highsun’s authorised representatives, or by fair wear and tear; or

10.1.3 that the Goods are fit for use. The Customer acknowledges and agrees that they have had the opportunity to review the variety of Goods offered by Highsun together with their specifications and quality.

10.2 Highsun will not be liable to the Customer in any way for any costs or Loss of any kind whatsoever (including, without limitation, liability for Consequential Loss) incurred or sustained by the Customer or any third party arising from or in connection with the Goods and any damage caused. The Customer must take reasonable steps to mitigate any Loss it suffers or incurs.

10.3 Where a Good or any part of a Good is not manufactured or produced by Highsun, Highsun will use reasonable endeavours to assign to the Customer the benefit of any warranty in respect of that part of the Good.

10.4 Any warranty of Highsun cannot be assigned or transferred to any third party.

11.  Returns

11.1 Other than non-catalogue items or Goods made to the Customer’s specifications (which cannot be returned or credited), where a Customer is not satisfied with the Goods, the Customer may, at its cost, make a claim in writing to Highsun.

11.2 For the purpose of making any claim under this clause 11, the Customer must:

11.2.1 immediately upon becoming aware of circumstances giving rise to a claim, notify Highsun in writing setting out full details of the claim and providing the Customer’s contact details and not later than forty-eight (48) hours after delivery of the Goods;

11.2.2 provide Highsun with a descriptopm of the defect and proof of purchase of the Goods in relation to which the claim is made;

11.2.3 allow Highsun, its employees and/or agents full and free access to the Goods in relation to which the claim is made and to the place where the Goods are located for the purpose of conducting any inspection and tests that Highsun may in its absolute discretion consider necessary to determine whether to admit the claim.

11.3 Any return of Goods by the Customer will only be accepted by Highsun provided that:

11.3.1 Highsun has agreed in writing to accept a return of the Goods;

11.3.2 the Goods are returned to Highsun by the Customer within seven (7) days of receipt of the Goods by the Customer;

11.3.3 with the exception of plugs and tissue culture, the Goods together with all packaging material, brochures and instruction materials are returned in the condition in which they were delivered;

11.3.4 any freight charges that are incurred in the return of the Goods are paid by the Customer.

11.4 Highsun may elect to repair or replace the Goods or grant a credit to the Customer in its absolute discretion.

11.5 Highsun will not be liable for Goods which have not been stored, used, handled or cared for in a proper manner.

12.  Default

12.1 Interest on any monies owed by the Customer to Highsun will accrue daily from the date when payment becomes due, until the date payment is made, at a rate of ten percent (10%) per annum (and at Highsun’s sole discretion such interest will compound daily at such a rate).

12.2 In the event that the Customer’s payment is dishonoured for any reason the Customer will be liable for any dishonour fees incurred by Highsun.

12.3 If the Customer defaults in payment of any monies due and payable to Highsun by the Customer, the Customer indemnifies Highsun from and against all costs and disbursements incurred by Highsun in pursuing the debt, including:

12.3.1 Highsun’s collection agency costs actually incurred; and

12.3.2 Highsun’s Solicitor and Client Legal Costs, which the parties agree are to be recoverable on an indemnity basis.

12.4 A statement in writing signed by an authorised officer of Highsun setting out the moneys due or owing to Highsun at the date of the statement shall be sufficient evidence of the amount so due or owing.

12.5 Without prejudice to any other rights or remedies Highsun may have against the Customer, if at any time the Customer is in breach of any obligation (including those relating to payment) Highsun may suspend or terminate the supply of Goods to the Customer and any of its other obligations under these Terms & Conditions. Highsun will not be liable to the Customer for any Loss the Customer suffers because Highsun has exercised its rights under this clause.

12.6 Without prejudice to Highsun’s other remedies at law Highsun will be entitled to cancel all or any part of any Order of the Customer that has not been delivered and all monies owing to Highsun will, whether or not due for payment, become immediately payable in the event that:

12.6.1 any money payable to Highsun becomes overdue, or in Highsun’s opinion the Customer will be unable to meet its payments as they fall due; or

12.6.2 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

12.6.3 a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer; or

12.6.4 the Customer dies or ceases to be of legal capacity or otherwise becomes incapable of managing the Customer’s own affairs for any reason.

13.  Cancellation

13.1 Notwithstanding any other clause in these Terms & Conditions, Highsun may cancel any supply or delivery of Goods to which these Terms & Conditions apply at any time before the Goods are delivered by giving written notice to the Customer.  On giving such notice Highsun will repay to the Customer any sums paid in respect of the Price for Goods not delivered. Highsun will not be liable for any Loss whatsoever arising from such cancellation.

13.2 Any Order cancellations by a Customer must be made in writing in the same manner required by clause 3.1. In the event that the Customer cancels any Order the Customer will be liable for any Loss incurred by Highsun (including, but not limited to, any loss of profits) up to the time of cancellation.

13.3 Cancellation of Orders for Goods made to the Customer’s specifications or non-catalogue items will not be accepted once an Order Confirmation has been delivered to the Customer.

13.4 In the event that an Order is cancelled by a Customer, the Customer may request that Highsun endeavour to onsell the Goods to third party customers which request may be granted or declined in Highsun’s absolute discretion. The Price of any Goods successfully onsold shall be offset against any monies owed by the Customer to Highsun pursuant to clause 13.2 provided that the Customer pays to Highsun an administrative fee equal to fifteen percent (15%) of all Goods onsold.

14.  Privacy Act 1988

14.1 The Customer and/or the Guarantors (in this clause referred to as the Customer) agree for Highsun to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by Highsun.

14.2 The Customer agrees that Highsun may exchange information about the Customer 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 for the following purposes:

14.2.1 to assess an application by the Customer;

14.2.2 to notify other credit providers of a default by the Customer;

14.2.3 to exchange information with other credit providers as to the status of this Credit Accound, where the Customer is in default with other credit providers; and/or

14.2.4 to assess the creditworthiness of the Customer.

14.3 The Customer understands and agrees that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988 (Cth).

14.4 The Customer consents to Highsun being given a consumer credit report to collect overdue payment on commercial credit (section 18K(1)(h) Privacy Act 1988 (Cth)).

14.5 The Customer agrees that personal credit information provided may be used and retained by Highsun for the following purposes (and for other purposes as will be agreed between the Customer and Highsun or required by law from time to time):

14.5.1 the provision of Goods;

14.5.2 the marketing of Goods by Highsun, its agents or distributors;

14.5.3 analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods;

14.5.4 processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or

14.5.5 enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods.

14.6 Highsun may give information about the Customer to a credit reporting agency for the following purposes:

14.6.1 to obtain a consumer credit report about the Customer;

14.6.2 allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.

14.7 The information given to the credit reporting agency may include:

14.7.1 personal particulars (including the Customer’s name, address, previous addresses, date of birth, name of employer and driver’s license number);

14.7.2 details concerning the Customer’s application for credit or commercial credit and the amount requested;

14.7.3 advice that Highsun is a current credit provider to the Customer;

14.7.4 advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;

14.7.5 that the Customer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;

14.7.6 information that, in the opinion of Highsun, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customers credit obligations);

14.7.7 advice that cheques drawn by the Customer for one hundred dollars ($100.00) or more, have been dishonoured more than once;

14.7.8 that credit provided to the Customer by Highsun has been paid or otherwise discharged.

15.  Force Majeure

15.1 Notwithstanding any other provision of these Terms & Conditions, no default or failure to perform on the part of Highsun will be considered to be a breach of these Terms & Conditions if such default, delay or failure to perform is due to causes beyond the reasonable control of Highsun including but not limited to causes such as strikes, lock-outs or other labour disputes, civil disturbance, action of government authorities or suppliers, storms, floods, fires, earthquakes, acts of God, unavailability or delay in availability of materials, equipment or transport and default of a carrier.

16.  Limitation of Liability

16.1 Any cultural, varietal and descriptive information or other advice, recommendation, information, assistance or service provided by Highsun is intended as a general guide only and should not be relied upon and is provided without liability or responsibility (including for negligence) on the part of Highsun.

16.2 Significant variations in the variety, performance and crop outcomes of plug, seed and tissue culture Goods may occur depending on geographic location, climate, soil type, soil conditions, cultural management practices and other growth and development factors. It is recommended that in all cases a small scale trial production is undertaken in order to test local conditions and circumstances that may affect the crop.

16.3 No liability will be accepted by Highsun for any inaccuracy in the information provided or the quality and performance of any Goods.

17.  Customer Obligations

17.1 Customers who have ordered any plant cuttings from Highsun will only use the cuttings for cut flower or pot production and shall not engage in any type of propogation or reproduction of these plants. The Customer is liable for any Loss incurred by Highsun for a breach of this clause.

18.  General

18.1 These Terms & Conditions are governed by the laws of the State of Queensland, Australia and the Customer irrevocably submit to the exclusive jurisdiction of the courts of that State.

18.2 Reference to any amount of money is a reference to the amount of lawful currency of the Commonwealth of Australia.

18.3  If any provision of these Terms & Conditions is deemed to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.

18.4 If any provisions of these Terms & Conditions are inconsistent with the PPSA or CCA, the PPSA or the CCA (as the case may be) will prevail to the extent of that inconsistency.

18.5 The Customer will not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Highsun nor to withhold payment of any invoice because part of that invoice is in dispute.

18.6 Highsun may assign, license or sub-contract all or any part of its rights and obligations without the Customer’s consent.

18.7 Neither party will be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

18.8 The failure by Highsun to enforce any provision of these Terms & Conditions will not be treated as a waiver of that provision, nor will it affect Highsun’s right to subsequently enforce that provision.

18.9 These Terms & Conditions supersede all prior representations, arrangements, understandings and agreements between Highsun and the Customer and represents the entire and exclusive agreement between the parties.

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Every effort is made to keep the website up and running smoothly. However, proptec.com.au takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

COPYRIGHT NOTICE

This website and its contents are the copyright of PropTec – © 2019. All rights reserved.

Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following. You may print or download contents to a local hard disk for your personal and non-commercial use only. You may copy some extracts only to individual third parties for their personal use, but only if you acknowledge the website as the source of the material.

You may not, except with our express written permission, distribute or commercially exploit the content. You may not transmit it or store it on any other website or other form of electronic retrieval system.

Privacy Policy

YOUR PRIVACY

Last updated: 20 March 2019

At proptec.com.au, we are committed to protecting your privacy as a customer and an online visitor to our website. We use the information we collect about you to maximize the services that we provide to you. We respect the privacy and confidentiality of the information provided by you and adhere to the Australian Privacy Principles. Please read our privacy policy below carefully.

INFORMATION WE COLLECT FROM YOU

In the course of your visits to our website or use of our products and services, we may obtain the following information about you: name, company name, email address, telephone number, credit card details, billing address, geographic location, IP address, survey responses, support queries, blog comments and social media handles (together ‘Personal Data’).

Our services are not directed to persons under 18 and we do not knowingly collect Personal Data from anyone under 18. If we become aware that a child under 18 has provided us with Personal Data, we will delete that information as quickly as possible. If you are the parent or guardian of a child and you believe they have provided us with Personal Data without your consent, then please contact us.

You can review, correct, update or delete your Personal Data by either logging into your account and making the changes yourself or contacting us directly to do so.

HOW WE USE YOUR INFORMATION

Personally Identifiable Information: We use the information we collect to deliver our services to you, including: communicating with you, providing technical support, notifying you of updates and offers, sharing useful content, measuring customer satisfaction, diagnosing problems and providing you with a personalised website experience.

Marketing communications are only sent to you if you have requested or subscribed to them. You can opt out of our marketing communications at any time by unsubscribing or emailing us and your request will be actioned immediately.

Non-Personally Identifiable Information: We also use the information we collect in aggregated and anonymized forms to improve our services, including: administering our website, producing reports and analytics, advertising our products and services, identifying user demands and assisting in meeting customer needs generally.

Any information you choose to make publicly available, such as blog comments and testimonials on our website, will be available for others to see. If you subsequently remove this information, copies may remain viewable in cached and archived pages on other websites or if others have copied or saved the information.

STORAGE AND SECURITY OF YOUR INFORMATION

We will use all reasonable means to protect the confidentiality of your Personal Data while in our possession or control. All information we receive from you is stored and protected on our secure servers from unauthorized use or access. Credit card information is encrypted before transmission and is not stored by us on our servers.

To enable us to deliver our services, we may transfer information that we collect about you, including Personal Data, across borders for storage and processing in countries other than Australia. If your Personal Data is transferred and processed outside Australia, it will only be transferred to countries that have adequate privacy protections.

We retain your personal information for as long as needed to provide services to you and as otherwise necessary to comply with our legal obligations, resolve disputes and enforce our agreements.

In the event there is a breach of our security and your Personal Data is compromised, we will promptly notify you in compliance with the applicable law.

COOKIES AND PIXELS

A cookie is a small file placed in your web browser that collects information about your web browsing behaviour. Use of cookies allows a website to tailor its configuration to your needs and preferences. Cookies do not access information stored on your computer or any Personal Data (e.g. name, address, email address or telephone number). Most web browsers automatically accept cookies but you can choose to reject cookies by changing your browser settings. This may, however, prevent you from taking full advantage of our website.

Our website uses cookies to analyse website traffic, provide social media sharing and liking functionality and help us provide a better website visitor experience. In addition, cookies and pixels may be used to serve relevant ads to website visitors through third party services such as Google Adwords and Facebook Adverts. These ads may appear on this website or other websites you visit.

SHARING YOUR INFORMATION WITH THIRD PARTIES

We do not and will not sell or deal in Personal Data or any customer information.

Your Personal Data details are only disclosed to third party suppliers when it is required by law, for goods or services which you have purchased, for payment processing or to protect our copyright, trademarks and other legal rights. To the extent that we do share your Personal Data with a service provider, we would only do so if that party has agreed to comply with our privacy standards as described in this privacy policy and in accordance with applicable law. Our contracts with third parties prohibit them from using any of your Personal Data for any purpose other than that for which it was shared.

DISCLOSURE OF YOUR INFORMATION

We may from time to time need to disclose certain information, which may include your Personal Data, to comply with a legal requirement, such as a law, regulation, court order, subpoena, warrant, in the course of a legal proceeding or in response to a law enforcement agency request. Also, we may use your Personal Data to protect the rights, property or safety of proptec.com.au, our customers or third parties.

If there is a change of control in one of our businesses (whether by merger, sale, transfer of assets or otherwise) customer information, which may include your Personal Data, could be transferred to a purchaser under a confidentiality agreement. We would only disclose your Personal Data in good faith and where required by any of the above circumstances.

LINKS TO OTHER WEBSITES

This website may contain links to other websites. These links are meant for your convenience only. Links to third party websites do not constitute sponsorship or endorsement or approval of these websites. Please be aware that we are not responsible for the privacy practices of such other websites. We encourage our users to be aware, when they leave our website, to read the privacy statements of each and every website that collects personally identifiable information. This privacy policy applies solely to information collected by this website.

CHANGE IN PRIVACY POLICY

As we plan to ensure our privacy policy remains current, this policy is subject to change. We may modify this policy at any time, in our sole discretion and all modifications will be effective immediately upon our posting of the modifications on this website. Please return periodically to review our privacy policy.

CONTACT US

If you have any questions or concerns at any time about our privacy policy or the use of your Personal Data, please contact us at info@proptec.com.au and we will respond within 48 hours.

Website Terms + Conditions

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

Welcome to our website. If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy and website disclaimer, govern proptec.com.au’s relationship with you in relation to your use of this website.

By using this website, you signify your acceptance of these terms and conditions of use. For the purposes of these terms and conditions, “Us”, “Our” and “We” refers to proptec.com.au and “You” and “Your” refers to you, the client, visitor, website user or person using our website.

AMENDMENT OF TERMS

We reserve the right to change, modify, add or remove portions of these terms at any time. Please check these terms regularly prior to using our website to ensure you are aware of any changes. We will endeavour to highlight any significant or substantive changes to you where possible. If you choose to use our website then we will regard that use as conclusive evidence of your agreement and acceptance that these terms govern your and proptec.com.au’s rights and obligations to each other.

LIMITATION OF LIABILITY

It is an essential pre-condition to you using our website that you agree and accept that proptec.com.au is not legally responsible for any loss or damage you might suffer related to your use of the website, whether from errors or from omissions in our documents or information, any goods or services we may offer or from any other use of the website. This includes your use or reliance on any third party content, links, comments or advertisements. Your use of, or reliance on, any information or materials on this website is entirely at your own risk, for which we shall not be liable.

It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific, personal requirements. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

COMPETITION AND CONSUMER ACT

For the purposes of Schedule 2 of the Australian Consumer Law, in particular Sections 51 to 53, 64 and 64A of Part 3-2, Division 1, Subdivision A of the Competition and Consumer Act 2010 (Cth), proptec.com.au’s liability for any breach of a term of this agreement is limited to: the supplying of the goods or services to you again; the replacement of the goods; or the payment of the cost of having the goods or services supplied to you again.

You must be over 18 years of age to use this website and to purchase any goods or services.

DELIVERY OF GOODS

Physical goods may be delivered by Australia Post and/or other reputable courier companies. Deliveries are processed promptly upon receipt of full payment. Delivery may take between 2 and 14 days, depending on the delivery option. Damaged or lost orders should be resolved with Australia Post or the courier company directly and we are not responsible for goods that are damaged in transit or not received. Replacement of damaged or lost items is made at the discretion of proptec.com.au.

Digital goods are delivered immediately. Please be aware there are inherent risks associated with downloading any software and digital goods. Should you have any technical problems downloading any of our goods, please contact us so we may try to assist you.

RETURNS AND REFUNDS

proptec.com.au handles returns and processes refunds in accordance with the Australian Consumer Protection legislation.

Should you wish to return your order, please notify us within 2 days of purchase with a valid reason for return. If we are unable to resolve your complaint or further assist you, we will process a refund upon timely receipt of the goods purchased. Unopened goods will be refunded in full. Refunds will be processed promptly and payment made by the same method that you made payment. All refunds are made at the discretion of proptec.com.au.

LINKS TO OTHER WEBSITES

proptec.com.au may from time to time provide on its website, links to other websites, advertisements and information on those websites for your convenience. This does not necessarily imply sponsorship, endorsement, or approval or arrangement between proptec.com.au and the owners of those websites. proptec.com.au takes no responsibility for any of the content found on the linked websites.

proptec.com.au’s website may contain information or advertisements provided by third parties for which proptec.com.au accepts no responsibility whatsoever for any information or advice provided to you directly by third parties. We are making a ‘recommendation’ only and are not providing any advice nor do we take any responsibility for any advice received in this regard.

DISCLAIMER

To the fullest extent permitted by law, proptec.com.au absolutely disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose. proptec.com.au gives no warranty that the documents, goods or services will be free of errors, or that defects will be corrected, or that our website or its server is free of viruses or any other harmful components.

Whilst we, at all times endeavour to have the most accurate, reliable and up-to-date information on our website, we do not warrant or make any representations regarding the use or the result of the use of any document, product, service, link or information in its website or as to their correctness, suitability, accuracy, reliability, or otherwise.

It is your sole responsibility and not the responsibility of proptec.com.au to bear any and all costs of servicing, repairs, or correction. The applicable law in your state or territory may not permit these exclusions, particularly the exclusions of some implied warranties. Some of the above may not apply to you but you must ensure you are aware of any risk you may be taking by using this website or any products or services that may be offered through it. It is your responsibility to do so.

YOUR PRIVACY

At proptec.com.au, we are committed to protecting your privacy. We use the information we collect about you to maximize the services that we provide to you. We respect the privacy and confidentiality of the information provided by you and adhere to the Australian Privacy Principles. Please read our separate Privacy Policy carefully.

You may change your details at any time by advising us in writing via email. All information we receive from our customers is protected by our secure servers. proptec.com.au’s secure server software encrypts all customer information before it is sent to us. Furthermore, all customer data collected is secured against unauthorized use or access. Credit card information is not stored by us on our servers.

THIRD PARTIES

We do not and will not sell or deal in personal or customer information. We may however use in a general sense without any reference to your name, your information to create marketing statistics, identify user demands and assist in meeting customer needs generally. In addition, we may use the information that you provide to improve our website and services but not for any other use.

DISCLOSURE OF INFORMATION

proptec.com.au may be required, in certain circumstances, to disclose information in good faith and where proptec.com.au is required to do so in the following circumstances: by law or by any court; to enforce the terms of any of our customer agreements; or to protect the rights, property or safety of our customers or third parties.

EXCLUSION OF COMPETITORS

If you are in the business of creating similar documents, goods or services for the purpose of providing them for a fee to users, whether they be business users or domestic users, then you are a competitor of proptec.com.auproptec.com.au expressly excludes and does not permit you to use or access our website, to download any documents or information from its website or obtain any such documents or information through a third party. If you breach this term then proptec.com.au will hold you fully responsible for any loss that we may sustain and further hold you accountable for all profits that you might make from such unpermitted and improper use. proptec.com.au reserves the right to exclude and deny any person access to our website, services or information in our sole discretion.

COPYRIGHT, TRADEMARK AND RESTRICTIONS OF USE

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance, trademarks and graphics. You are not permitted to reproduce the documents, information or materials on the website for the purposes of sale or the use by any third party. In particular you are not permitted to republish, upload, transmit electronically or otherwise or distribute any of the materials, documents or products that may be available for download from time to time on this website.

proptec.com.au expressly reserves all copyright and trademark in all documents, information and materials on our website and we reserve the right to take action against you if you breach any of these terms.

Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following: you may print or download to a local hard disk extracts for your personal and non-commercial use only; and you may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material.

You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.

WHOLE AGREEMENT

These terms and conditions represent the whole agreement between you and proptec.com.au concerning your use and access to proptec.com.au’s website and your use and access to the documents and information on it. No other term is to be included in this agreement except where it is required to be included by any legislation of the Commonwealth or any State or Territory. All implied terms except those implied by statute and which cannot be expressly excluded are hereby expressly excluded.

EXCLUSION OF UNENFORCEABLE TERMS

Where any clause or term above would by any applicable statute be illegal, void, or unenforceable in any State or Territory then such a clause shall not apply in that State or Territory and shall be deemed never to have been included in these terms and conditions in that State or Territory. Such a clause if legal and enforceable in any other State or Territory shall continue to be fully enforceable and part of this agreement in those other States and Territories. The deemed exclusion of any term pursuant to this paragraph shall not affect or modify the full enforceability and construction of the other clauses of these terms and conditions.

JURISDICTION

This agreement and this website are subject to the laws of QLD and Australia. If there is a dispute between you and proptec.com.au that results in litigation then you must submit to the jurisdiction of the courts of QLD.