Terms and Conditions of Sale
In these Terms:
- “Camper Trailer” means the Camper Trailer unit supplied by OPUS Camper to the Customer as described in the OPUS order form;
- “Contract” means the contract entered into for the sale of the Camper Trailer by OPUS Camper to the Customer;
- “Customer” means a person, firm or corporation, jointly and severally if there is more than one, buying the camper trailer from OPUS Camper;
- “General Terms” means the terms and conditions set out in https://www.opuscamper.com.au/terms-and-conditions/;
- “PPSA” means the Personal Property Securities Act 2009 (Cth);
- “OPUS Camper” means Purple Line trading as OPUS Camper (ACN 147 825 250);
- “OPUS Order Form” means the form attached to these Terms for the order of the Camper Trailer;
- “Sale Terms” means these Terms and Conditions of Sale; and
- “Security Interest” has the meaning under the PPSA.
2. Basis of Agreement and Orders
- Unless otherwise agreed in writing, the Contract between OPUS Camper and the Customer includes:
- the General Terms;
- these Sale Terms; and
- the OPUS Order Form,
which constitutes the entire agreement between OPUS Camper and the Customer in relation to the subject matter of the Contract. If there are any inconsistencies between these documents, the document appearing lower in the list set out above will prevail to the extent of the inconsistency.
- Any written quotation provided by OPUS Camper to the Customer concerning the proposed supply of the Camper Trailer is valid for 30 days, is an invitation to treat only, and is subject to the Customer offering to enter into the Contract.
- The Contract is accepted by OPUS Camper, and the Contract is formed, when OPUS Camper signs the Contract. In the absence of any written acknowledgement, OPUS Camper accepts the Contract, and the Contract is formed, when OPUS Camper provides the Customer with the Camper Trailer.
3. Pricing and Payment
- The Customer must pay all taxes and duties imposed on or in relation to the Camper Trailer.
- If there is any change in the costs incurred by OPUS Camper in relation to the Camper Trailer, OPUS Camper may vary its price to account for such change, by notifying the Customer. The Customer may terminate the Contract if it does not agree to the price variation by giving OPUS Camper no less than 30 days’ prior written notice in writing.
- Unless otherwise agreed, the total purchase amount for the Camper Trailer must be made as follows:
- 10% of the total purchase amount upon execution of the Contract, as a deposit securing the Customer’s performance of its obligations under the Contract; and
- the remaining balance of the total purchase amount at pick-up of the Camper Trailer.
- The deposit may be non-refundable (in whole or in part) in the circumstances set out in clause 12.4.
- Payments under the Contract may be made by way of:
- bank cheque or cash upon execution of the Contract or collection of the Camper Trailer; or
- by electronic funds transfer at least 2 clear working days prior to execution of the Contract or the collection of the Camper Trailer.
4. Payment Default
- If the Customer defaults in payment by the due date of any amount payable to OPUS Camper, then:
- all money which would become payable by the Customer to OPUS Camper at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer; and
- the Customer will forfeit the deposit paid under clause 3.3, and the deposit will be released to OPUS Camper and will become non-refundable; and
- OPUS Camper may, without prejudice to any other right or remedy available to it:
- charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 4 per cent for the period from the due date until the date of payment in full;
- charge the Customer for, and the Customer must indemnify OPUS Camper from, all costs and expenses (including without limitation all legal costs and expenses) incurred by OPUS Camper resulting from the default or in taking action to enforce compliance with the Terms;
- suspend for such period as OPUS Camper thinks fit, supply of the Camper Trailer to the Customer;
- by written notice to the Customer, terminate any contract with the Customer so far as unperformed by OPUS Camper.
- Clauses 4.1(c)(iii) and 4.1(c)(iv) may also be relied upon by OPUS Camper where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement, or where the Customer is a corporation and enters into any scheme of arrangement or has a liquidator or similar functionary appointed in respect of its assets.
- If GST is payable on the supply of the Camper Trailer or any payment made under or by reference to or in connection with the Contract, the Customer must also pay the GST as additional consideration to OPUS Camper. This clause does not apply to the extent that the consideration for the taxable supply is expressly agreed to be GST inclusive.
5. Changes to Orders and Specifications
- If the Customer requests any variation to the Contract, OPUS Camper may, in its discretion reject the request for the variation, increase the price to account for the variation, or provide a revised OPUS Order Form.
- OPUS Camper may refuse to accept any variation to the Contract:
- once the Camper Trailer has entered production; or
- if such change would, in OPUS Camper’s opinion, result in a safety issue or non-compliance with applicable Australian Standards and/or Design Rules.
- OPUS Camper reserves the right to change the Camper Trailer’s specifications at any time without notice and without liability, provided that the end performance of the Camper Trailer is not materially prejudiced.
- Customizations may change the weight of the Camper Trailer. Any description of weight provided prior to completion of the Camper Trailer is an estimate only and is not a contractual commitment.
6. Pre-Delivery Inspection
- The Customer must inspect the Camper Trailer at the time of delivery for any defects, shortages, damages or non-compliance with the specifications in the Contract.
- Unless any defects, shortages, damages or non-compliance are notified to OPUS Camper at the time of inspection, the Customer will be deemed to have accepted the Camper Trailer.
- Where OPUS Camper accepts any claim for defects, shortages, damages or noncompliance, OPUS Camper may, at its option, repair the Camper Trailer, replace the Camper Trailer, or refund the price of the Camper Trailer.
- Any period or date for collection of the Camper Trailer stated by OPUS Camper is intended as an estimate only and is not a contractual commitment.
- Unless otherwise agreed in writing:
- the Customer is responsible to arrange for the collection and transportation of the Camper Trailer from OPUS Camper’s premises;
- OPUS Camper’s delivery of the Camper Trailer to the Customer will be deemed to occur at the commencement of the loading/hitching of the Camper Trailer onto the Customer’s transport vehicle at OPUS Camper’s premises; and
- the Customer is responsible for all costs associated with collection, including freight, insurance and other charges arising from the point of collection.
- The Customer indemnifies OPUS Camper against any loss or damage suffered by OPUS Camper as a result of collection to the extent that such loss or damage is caused by OPUS Camper’s negligence.
- The Customer must arrange for collection of the Camper Trailer within 7 days of notification that it is ready. If the Customer does not collect the Camper Trailer within this timeframe, the Customer will be deemed to have taken delivery of the Camper Trailer from such date. OPUS Camper may charge the Customer for reasonable fees for the storage of the Camper Trailer or any component of the Camper Trailer, payable weekly on demand, if the Customer fails to collect the Camper Trailer within the timeframe set out in this clause 7.
8. Title and Risk
- The risk in the Camper Trailer and all insurance responsibility for theft, damage or otherwise passes to the Customer upon collection in accordance with clause 6.2.
- The title in the Camper Trailer passes to the Customer upon OPUS Camper’s receipt of full payment of all sums due and owing by the Customer to OPUS Camper, despite the delivery, collection or passing of risk to the Customer.
- Until title to the Camper Trailer passes to the Customer, OPUS Camper reserves the right to enter onto any site or location on which the Camper Trailer is located without liability for trespass and retake possession of the Camper Trailer, and keep or resell the Camper Trailer repossessed under this clause.
- The Customer acknowledges that OPUS Camper has a security interest in the Camper Trailer unless and until title passes to the Customer in accordance with clause 7.2.
- OPUS Camper may register its Security Interest on the PPSA register in any manner it chooses. The Customer will take any steps OPUS Camper reasonably requires to perfect or otherwise ensure the enforceability and priority of its Security Interest.
- The Customer indemnifies OPUS Camper against any cost, expense, loss or damage suffered or incurred by OPUS Camper as a result of the Customer causing or allowing a Security Interest of a higher priority to be created and/or registered in the Camper Trailer.
- The Customer:
- irrevocably and unconditionally waives its right to receive any notice from OPUS Camper any notice in accordance with section 157(3) of the PPSA;
- acknowledges and agrees that the provisions of section 95 or Chapter 4 of the PPSA are excluded to the fullest extent possible; and
- acknowledges and agrees that the Customer will not disclose information set out in section 275(1) of the PPSA unless section 275(7) of the PPSA applies.
- The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third parties arising out of the use or possession of the Camper Trailer.
- Except as specifically set out herein, or contained in any warranty statement provided with the Camper Trailer, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Camper Trailer, whether implied by statute, common law, trade usage, custom or otherwise, is expressly excluded.
- To the full extent permitted by law, OPUS Camper’s total aggregate liability to the Customer arising out of or in connection with the Contract for all loss, damage, cost, or expense suffered or incurred whether in contract or tort (including negligence), in equity, in restitution, by way or warranty or indemnity or under statute, will be the repair of the Camper Trailer by OPUS Camper.
- OPUS Camper is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.
- OPUS Camper will not be liable for any loss or damage suffered by the Customer or any third party where OPUS Camper has failed to deliver the Camper Trailer, fails to meet any delivery date or terminates or suspends the sale of the Camper Trailer.
- OPUS Camper’s liability will be proportionately reduced to the extent that the Customer caused or contributed to the loss, damage, cost, or expense.
- Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
- The Customer acknowledges and agrees that:
- it has not relied on any service involving skill and judgment, or on any advice, recommendation, information or assistance provided by OPUS Camper in relation to the Camper Trailer, its use or application;
- it has the sole responsibility of satisfying itself that the Camper Trailer is suitable for its use or any contemplated use;
- any description of the Camper Trailer provided in the OPUS Order Form or any invoice is given by way of identification only; and
- the specifications and particulars detailed on the OPUS Order Form are an accurate indication of the Customer’s requirements for the Camper Trailer.
12. Suspension and Termination
- Without limiting OPUS Camper’s rights:
- if, through circumstances beyond OPUS Camper’s control, OPUS Camper is unable to effect delivery of the Camper Trailer;
- the Customer commits a breach of the Contract for any reason, and the Customer fails to remedy the breach within 14 days of the date of OPUS Camper’s notice to do so, then OPUS Camper may suspend or terminate the Contract (even if it has already been accepted) immediately by written notice to the Customer.
- If the Contract is suspended, OPUS Camper will provide the Customer with the revised estimated delivery date as soon as reasonably practicable.
- The Customer may not terminate the Contract unless:
- with OPUS Camper’s consent in writing and on terms which will indemnify OPUS Camper against all losses; or
- the Customer is unable to obtain finance approval, subject to the Customer providing OPUS Camper with satisfactory evidence of the failure to obtain finance approval.
- Upon termination:
- if OPUS Camper terminated the Contract under clause 12.1(a), OPUS Camper will refund the deposit paid under clause 3.3 less any amounts payable for the portion of the Contract that OPUS Camper has performed; or
- if OPUS Camper terminated the Contract under clause 12.1(b)
- the Customer will forfeit the deposit paid under clause 3.3 and the deposit will be released to OPUS Camper; and
- the Customer will pay to OPUS Camper all outstanding amounts yet to be invoiced by OPUS Camper for the portion of the Contract that OPUS Camper has performed.
- if the Customer terminated the Contract under clause 12.3:
- no later than 14 days before the estimated time of delivery of the Camper Trailer, OPUS Camper will refund any deposit paid by the Customer under clause 3.3;
- within 14 days of the estimated time of delivery, the Customer will either:
- forfeit the deposit paid under clause 3.3 and the deposit will be released to OPUS Camper; or
- pay 10% of the total purchase amount for the OPUS Order Form as liquidated damages, and the Customer acknowledges that the deposit or liquidated damages (as the case may be) are a fair and reasonable pre-estimated of the damages likely to be sustained by OPUS Camper due to the termination of the OPUS Order Form.
- The law of Victoria, Australia from time to time governs the Contract, and the parties submit to the non-exclusive jurisdiction of the courts in Victoria, Australia.
- OPUS Camper’s failure to enforce any of these Terms shall not be construed as a waiver of any of OPUS Camper’s rights.
- If any of the General Terms or Sales Terms are unenforceable it must be read down so as to be enforceable or, if it cannot be so read down, the term must be severed from these Terms without affecting the enforceability of the remaining terms.
- A notice must be in writing and handed personally or sent by facsimile or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting.
- The Contract may be executed in any number of counterparts which when taken together, constitute one instrument.
- The Contract constitutes the entire agreement between the parties about their subject matter and any previous contracts, arrangements or understandings in relation to that subject matter cease to have any effect.
- The Customer acknowledges that the terms of the Contract and all technical and commercial information received from OPUS Camper are confidential to OPUS Camper. (Confidential Information).
- The Customer must keep the Confidential Information confidential and must not disclose or make the Confidential Information available directly or indirectly to any third party, except as provided by law. This includes the disclosure of the Confidential Information on social media which is strictly prohibited.
- The Customer indemnifies OPUS Camper and its personnel against all loss or claims that any or all of them suffer or incur as a result of any breach of this clause 14.