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Terms and Conditions

Condition of all Sales: All goods are sold according to the CURRENT STANDARD TERMS & CONDITIONS OF SALE as advised by ASCENTO Group Australia and may be varied at Ascento Group Australia's discretion

1. Interpretation
(a) “Account Customers” means Customers to whom Ascento Group Australia has agreed to supply Goods to on credit, subject to these Terms and Conditions.
(b) “Australian Consumer Law” means the national law concerning consumer protection and fair trading which applies nationally and in each State and Territory and is found as a schedule to the Competition & Consumer Act 2010 (Cth).
(c) “Back Orders” means Orders in relation to which the Goods or a portion of the Goods which are the subject of the Order have not been supplied to the Customer but have been retained by Ascento Group Australia to be supplied at a later time.
(d) “Consumer” has the same meaning as set out in The Australian Consumer Law.
(e) “Contract” means the Contract created between the Customer and Ascento Group Australia each time Ascento accepts an Order from the Customer. The Contract will be made up of these Terms and Conditions, the Quotation, Order, Order Form and Invoice.
(f) “Customer” means the company, person, partnership or other entity identified as the Customer on the Order Form or Invoice or the company, person, partnership or other entity to whom the Goods are delivered to, at the address of the Customer shown on the invoice.
(g) “Due Date” means the date by which payment must be made, as specified on the Ascento Group Australia Invoice or as otherwise agreed in writing by Ascento Group Australia.
(h) “Financial Statement” has the same meaning as ascribed to it in the PPSA.
(i) “FIS” an Acronym for “Free into Store” which means that Ascento Group Australia will deliver the Goods in question at its expense to the Customers usual business address by a Carrier nominated by Ascento Group Australia.
(j) “Goods” means the goods described in the Quotation, Order or Invoice and includes replacement Goods.
(k) “GST”, “GST Law”, “Tax Invoice”, “Supply” have the meanings given to them in the GST Act.
(l) “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
(m) “Invoice” means the Tax Invoice issued by Ascento Group Australia to the Customer in relation to the sale of the particular Goods
(n) “Invoice Value” means the price for the Goods as shown on the Invoice.
(o) “List Price” means the full, undiscounted price for the Goods which appears in the price list published by Ascento Group Australia which is valid or current at the time which is relevant to when the query concerning the List Price relates.
(p) “Month of Purchase” means the calendar month during which the Invoice is issued.
(q) “Non-stock Items” means Goods which are not stocked by Ascento Group Australia at its Warehouse in the normal course of its Business.
(r) “Order” means a written or verbal request from the Customer to Ascento Group Australia for the supply of Goods.
(s) “Order Form” means a written Order delivered by the Customer to Ascento Group Australia.
(t) “PPSA” means the Personal Property Securities Act 2009 (Cth), and any amendments to it or any replacement or successor provisions, laws or legislation of any kind.
(u) “PPSR” means the Personal Property Security Register created pursuant to the PPSA.
(v) “Quotation” means a written or verbal quotation provided by Ascento Group Australia to the Customer in relation to the supply of Goods.
(w) “Ascento Group Australia” means Ascento Pty Ltd ACN 134 716 000 & Ascento Solutions Pty Ltd ACN 134 715 923 & Ascento Pumps Pty Ltd ACN 134 716 322 & Ascento Aqua Pty Ltd ACN 134 716 206 trading as “Ascento Group Australia ABN 20527073843”.
(x) “Security” means security created pursuant to the PPSA.
(y) “Security Agreement” means a Security Agreement as described in and contemplated by the PPSA.
(z) “Security Interest” has the same meaning as ascribed to it in the PPSA.
(aa) “Subsequent Goods” means goods or equipment which the Goods have been installed in or used in the manufacture of.
(bb) “Terms and Conditions” means these Terms and Conditions.
(cc) “Warranty Period” means the period of time after the purchase of the Goods by the Customer which is stipulated on the instruction manual or nameplate issued with the Goods. If during that period the Customer advises Ascento Group Australia that there has been a failure due to a manufacturing defect, the provisions of the specific warranty on the particular Goods shall apply.
2. Conditions Of Supply
(a) All Goods are supplied on the basis of the Terms and Conditions to the exclusion of any other representation, expressed or implied, oral or in writing.
(b) These Terms and Conditions prevail over any purported conditions of purchase as notified by the Customer.
(c) These Terms and Conditions may only be varied by a written variation signed by Ascento Group Australia. No variation however, denies Ascento Group Australia title or ownership to the Goods, until the Goods are paid for in full.
(d) Ascento Group Australia may at any time, at its discretion, vary these Terms and Conditions by notifying the Customer of the terms of such variation by a notice in writing signed by and on behalf of Ascento Group Australia.
3. Orders
(a) Orders will be binding upon Ascento Group Australia and the Customer, however, Ascento Group Australia reserves the right to accept or reject Orders in whole or in part.
(b) Once Ascento Group Australia has accepted an Order, the Customer may not alter or modify the Order without the prior written consent of Ascento Group Australia.
4. Prices
(a) All prices contained in the Quotation and/or Order will be exclusive of GST. All prices are in Australian dollars and subject to alteration without notice. All Invoices are in Australian dollars and must be settled in Australian dollars.
(b) If the Customer is liable to pay GST on any Supply, then any price payable by the Customer will be increased by an additional amount calculated by multiplying the prevailing GST rate by the price payable (without any deduction or setoff). The Customer must pay this additional amount to Ascento Group Australia at the same time as payment of the price or upon demand, provided Ascento Group Australia has given the Customer a Tax Invoice.
(c) All prices are subject to change without notice. Ascento Group Australia will publish price lists when price changes occur.
5. Delivery of Goods and Risk
(a) Delivery of the Goods shall be made to the Customer’s address as shown on the Order Form (if in writing) unless otherwise stated or, if ordered verbally, to the address given verbally. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
(b) The failure of Ascento Group Australia to deliver the Goods that have been ordered will not entitle the Customer to treat the Contract as cancelled. Delivery times quoted by Ascento Group Australia are estimates only and are not conditions of the Contract.
(c) Ascento Group Australia will not be liable for any loss or damage whatsoever arising from the failure by Ascento Group Australia to deliver the Goods (or any part of them) promptly or at all.
(d) All risk (but not title or ownership) for the Goods passes to the Customer upon dispatch of the Goods from the premises of Ascento Group Australia.
(e) The Customer is responsible for the insurance of the Goods in relation to delivery of the Goods, unless otherwise agreed by Ascento Group Australia in writing.
(f) The following specific Terms will apply to Orders for pumping products:
i. Orders requiring delivery to Customers in Brisbane, Gold Coast, Sunshine Coast and the Sydney Metropolitan Area will be subject to a delivery fee of $12.50 plus GST if the total value of the Goods ordered is less than $500.00 (disregarding GST). If the Total Value of the Goods ordered, disregarding GST, is in excess of $500.00, the Goods will be delivered FIS.
ii. Orders requiring delivery to Adelaide, Canberra, Darwin, Gatton, Gympie, Toowoomba, the Melbourne Metropolitan Area, Newcastle, Penrith, Windsor or Wollongong will be subject to a Delivery Fee of $25.00 plus GST if the total value of the Goods ordered is less than $850.00 (disregarding GST). If the Total Value of the Goods ordered (disregarding GST) is in excess of $850.00, the Goods will be delivered FIS.
iii. Orders requiring delivery to Customers in major towns in Queensland, New South Wales, Northern Territory and South Australia other than those referred to in clauses 5f (i) and (ii) above will be subject to a delivery fee of $35.00 plus GST if the total value of the Goods ordered is less than $1,200.00 (disregarding GST). If the Total Value of the Goods ordered (disregarding GST) is in excess of $1,200.00 (disregarding GST), the Goods will be delivered FIS.
iv. Orders requiring delivery to Customers in areas outside those areas mentioned in clauses 5(f) (i), (ii) and (iii) will be subject to a delivery fee determined by Ascento Group Australia. Alternatively the Customer may make its own arrangements at its own cost for the Delivery of the Goods.
v. No delivery or handling fee will apply to Orders of any value that are collected from Ascento Group Australia premises by the Customer.
(g) The following specific Terms will apply to Orders for bulky items such as Pump Stations and Ponds:
(i) Orders requiring delivery to Customers in Brisbane, Gold Coast and Sunshine Coast will be subject to a delivery fee of $12.50 plus GST if the total value of the Goods ordered is less than $500.00 (disregarding GST). If the total value of the Goods ordered (disregarding GST) is in excess of $500.00 (disregarding GST) the Goods will be delivered FIS.
(ii) Orders requiring delivery to Customers in Gatton, Gympie and Toowoomba will be subject to a delivery fee of $25.00 plus GST if the total value of the Goods ordered is less than $500.00 (disregarding GST) and $12.50 plus GST if the total value of the Goods ordered is over $500.00 (disregarding GST).
(iii) Orders requiring delivery to Customers in all areas other than those referred to in clause 5(g) (i) and (ii) will be subject to a delivery fee determined by Ascento Group Australia. Alternatively the Customer may make its own arrangements at its own cost for the Delivery of the Goods.
(iv) No delivery or handling fee will apply to Orders of any value that are collected from Ascento Group Australia premises by the Customer.
6. Back Orders
Back Orders will normally be held by Ascento Group Australia where the value is $100.00 or greater, and when the Goods can be delivered within a reasonable time of the original Order. However a Customer may specifically request that no Back Order be held. Ascento Group Australia may cancel Back Orders at its discretion, without notification.
7. Non Stock Items
Non-stock Items and special products must be authorized in writing by the Customer on an Order Form. These items may have to be purchased in minimum quantities (the Customer will be notified if this is the case.) Non-stock Items, custom-made products and special products are Non-Returnable and Non-Refundable.
8. Payment and Credit Terms
(a) Payment must be made by the Due Date.
(b) If payment is made within 14 days of the date of the Invoice, a 2.5% discount will apply.
(c) Customers that do not have an approved account must pay Ascento Group Australia the full invoice amount prior to dispatch from Ascento Group Australia premises by EFT or Credit Card.
(d) If an account is not paid within 30 days of end of Month of Purchase, Ascento Group Australia will stop supplying Goods to the Customer on Credit.
(e) Ascento Group Australia may issue to the Customer 60 days from the end of Month of Purchase a final notice requiring payment. If payment is not received within 7 days of the date of that final notice Ascento Group Australia shall be entitled to refer the matter to its Collection Agency. All fees and costs incurred by Ascento Group Australia in pursuing payment will be added to the outstanding amount payable by the Customer.
(f) An Account Fee of $15.00 per month will be charged to all overdue Accounts, plus 2% (per month) interest, calculated on the outstanding balance at the end of each month.
(g) If the Customer fails to pay Ascento Group Australia any outstanding amount by the Due Date, the then current Ascento Group Australia List Price plus GST for the Goods in question will become due and payable immediately instead of any discounted price that may have been originally agreed to.
(h) The Customer indemnifies Ascento Group Australia from and against all costs and disbursements incurred by Ascento Group Australia in pursuing payment including but not limited to solicitors fees and collection agents fees.
(i) All new Account Customers will have a credit limit of $3,000.00. This limit must be adhered to until a payment history satisfactory to Ascento Group Australia at its sole discretion, is established.
(j) Credit accounts may be closed at Ascento Group Australia’ discretion, without notice.
9. Retention of Title
(a) Title and ownership of any Goods sold on credit to the Customer shall not pass to the Customer until payment of the full purchase price is made. If Goods have been provided to the Customer on credit, The Customer shall act as Ascento Group Australia’ Agent and Bailee in relation to those Goods until they are paid for in full.
(b) If any payment is not received by Ascento Group Australia by the Due Date, the Customer authorises Ascento Group Australia or Ascento Group Australia’ nominees to enter upon any premises in the Customer’s possession or under the Customer’s control to re-take possession of any of the Goods that have not been paid for in full, at any time during ordinary business hours and to keep and re-sell any such Goods that Ascento Group Australia may re-possess. If the unpaid for Goods are re-sold by the Customer or they have been incorporated into Subsequent Goods and those Subsequent Goods are sold, the Customer shall hold the proceeds from the sale of such Goods or Subsequent Goods as the beneficial property of Ascento Group Australia and the Customer shall pay such amount to Ascento Group Australia upon demand.
(c) Goods supplied by Ascento Group Australia to the Customer will be described in the Invoice.
(d) Upon the Customer taking possession of any Goods which have been provided to the Customer on credit, the Customer acknowledges that:-
(i) The Customer takes rights in the Goods for the purposes of the PPSA;
(ii) Ascento Group Australia take Security over the Goods, any Subsequent Goods and the proceeds of sale of the Goods or Subsequent Goods; and
(iii) Ascento Group Australia have given value for that Security by agreeing to sell the Goods to the Customer.
(e) These Terms and Conditions and the Contract constitute a “Security Agreement” for the purposes of the PPSA and the Goods and any Subsequent Goods which are the subject of the Security referred to in clause 9(b) is covered by this Security Agreement.
(f) Ascento Group Australia will register a Financial Statement with the PPSR in order to perfect Ascento Group Australia’ Security Interest.
(g) The Customer must do anything which Ascento Group Australia requires of the Customer for the purposes of:-
(i) Ensuring Ascento Group Australia’ Security Interest is enforceable, perfected and otherwise effective under the PPSA;
(ii) Enabling Ascento Group Australia to gain first priority (or any other priority agreed to by Ascento Group Australia in writing) for Ascento Group Australia Security Interest; and
(iii) Enabling Ascento Group Australia to exercise rights in connection with the Security Interest.
(h) Ascento Group Australia may recover from the Customer the cost of doing anything under this clause.
(i) Ascento Group Australia’ rights under this clause are in addition to all of Ascento Group Australia other rights.
(j) The Customer waives the Customer’s rights to receive a verification statement in relation to registration of Ascento Group Australia’ security.
(k) To the maximum extent permitting by law the Customer agrees that the following sections of the PPSA have been contracted out of:-
(i) Section 95; (ii) Section 96; (iii) Section 121(4); (iv) Section 125; (v) Section 129(2) & (3); (vi) Section 130;
(vii) Section 132; (viii) Section 134(2); (ix) Section 135; (x) Section 142; and (xi) Section 143.
(l) The following provisions of the PPSA confer rights on Ascento Group Australia:
(i) Section 123; (ii) Section 126; and (iii) Section 134(1).
The Customer agrees that in addition to these rights Ascento Group Australia shall, if there is default by the Customer, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any Goods or Subsequent Goods, not only under these sections but also as additional and independent rights, under the Security Agreement and the Customer agrees that Ascento Group Australia may do so in any manner Ascento Group Australia sees fit, including (in respect of dealing and disposal) by private or public sale, lease or licence.
(m) Both the Customer and Ascento Group Australia agree not to disclose information of the kind that can be requested under Section 275(1) of the PPSA. The Customer must do everything necessary on the Customer’s part to ensure that Section 275(6)(a) of the PPSA continues to apply. The agreement in this subclause is made solely for the purposes of allowing Ascento Group Australia the benefit of Section 275(6)(a) and Ascento Group Australia shall not be liable to pay damages or any other compensation or be subject to injunction if Ascento Group Australia breach this subclause.
10. Claims
(a) The Customer will inspect the Goods on delivery and will within 7 days of delivery notify Ascento Group Australia in writing of any alleged defect, shortage in quantity, errors, omissions or failure to comply with the Order or Quotation.
(b) The Customer will afford Ascento Group Australia the opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer fails to comply with these provisions, the Goods will be deemed to be free from any defect or damage and payment will be owing under this Contract.
(c) If Ascento Group Australia agrees in writing that the Customer is entitled to reject the Goods because they are defective:
(i) Goods must have a corresponding Invoice number quoted and a Product Return Authorization (PRA) number must be obtained from Ascento Group Australia;
(ii) Ascento Group Australia’ liability is limited to either replacing or repairing the Goods at its discretion.
(d) Goods which are unquestionably damaged by the Ascento Group Australia’ nominated carrier will be credited or replaced by Ascento Group Australia, subject to clause 10(c)(1). No responsibility will be accepted for any loss of, or damage to, Goods being transported by the Customers nominated carrier.
(e) Ascento Group Australia does not warrant that the Goods are fit for any particular purpose or an intended use by the Customer, unless such use is in accordance with the instruction manual provided with the Goods, or the information provided on the packaging the Goods were packed in. In the case of there being no instruction manual or information for the Goods, then the Goods are only warranted fit for the purpose of use as accepted in normal industry practice and such use as is safe and harmless to persons and property.
11. Returns
(a) A restocking fee of 15% will be charged on all returns if the Goods are returned because the Customer no longer wants them.
(b) Return of Goods will not be accepted if any price tickets or labels have been attached to the Goods by the Customer or any person other than Ascento Group Australia or if the Goods are shop-soiled, or after 4 months from date of purchase.
12. Warranty and Warranty Claims
(a) If the Customer is a Consumer as defined in the Australian Consumer Law and the Goods are of a kind ordinarily acquired for personal, domestic or household use or consumption the Goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and for compensation for any other loss or damage. The Customer is also entitled to have the Goods repaired or replaced if the Goods fail to be acceptable quality and the failure does not amount to a major failure.
(b) If the Customer is not a Consumer as defined in the Australian Consumer Law and the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption and the Goods suffer from failure due to a manufacturer’s defect within the Warranty Period, the warranty applicable to the particular Goods as set out in the relevant instruction manual or nameplate issued with the Goods shall apply.
13. Copyright
(a) The Copyright in all plans, sketches, designs, ideas, catalogues, brochures, flyers or custom-made Goods shall remain the property of Ascento Group Australia and must not be communicated by any means without Ascento Group Australia’ consent.
(b) The Customer must keep confidential and not use or communicate by any means, any ideas communicated by Ascento Group Australia to the Customer without Ascento Group Australia’ prior consent.
14. Variation The Customer agrees that these Terms and Conditions may be amended by Ascento Group Australia at any time by Ascento Group Australia providing written notice of such amendment to the Customer.
15. General
(a) If any provision of these Terms and Conditions becomes void or unenforceable, it will be severed from these Terms and Conditions without affecting the enforceability of the other provisions which will continue to have full force and effect.
(b) These Terms and Conditions are governed by the laws of Queensland and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland.
(c) Ascento Group Australia may terminate or vary this Contract or the Terms and Conditions at any time or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer of such termination, variation or cancellation. Ascento Group Australia will not be liable for any loss or damage whatsoever arising from any such termination or cancellations.
16. Force Majeure
Ascento Group Australia will not be liable to the Customer for any loss, damage or expense caused by Ascento Group Australia’ failure to supply the Goods as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of Ascento Group Australia’ normal suppliers to supply necessary materials or any other matter beyond Ascento Group Australia’ control