Terms and Conditions

The Trustee for the Neck Deep Trust – Trading as RIPPA Plunge Pools (ABN: 62 318 952 022)

Terms and Conditions (Australia)
This document is dated 14 February 2024.

Definitions:

The following definitions apply in these terms:

1. Approval means any licence, permit, consent, approval, determination, certificate or permission required from any Government Body or under any Law.
2. Cost Recovery Fee has the meaning given to it in Clause 2.10.
3. Customer means the entity listed as customer or client in any Quote or Invoice.
4. Delivery Date means the date the Goods are delivered to site.
5. Dispatch Date means the date the Goods leave from the RIPPA factory or holding yard.
6. Equipment means pool equipment including, but not limited to, pumps, filtration, sanitizers, heaters, covers and accessories.
7. Goods means any goods supplied to the Customer by RIPPA including, but not limited to, a plunge pool or a plunge pool product or any equipment.
8. Government Body means:
   1. (a) any person, body or other thing exercising an executive, legislative, judicial or other governmental function of any country or political subdivision of any country;
   2. (b) any public authority constituted by or under a law of any country or political subdivision of any country; and
   3. (c) any person deriving a power directly or indirectly from any other Government Body.
9. Law means Commonwealth, State or Local government legislation including regulations, by-laws and other subordinate legislation, the common law and Approvals (including any condition or requirement under them).
10. Load Out Fee has the meaning given to it in clause 7.4.
11. Order means a contract between RIPPA and the Customer for the provision of Goods incorporating a Quote and these terms.
12. Quote means a statement of work or quotation which sets out the Goods to be supplied by RIPPA to the Customer, prices and delivery dates.
13. Services means the advisory services, goods delivery and installation of goods (where applicable).
14. Site means the location nominated by the Customer for the delivery of the Goods.
15. Storage Fee has the meaning given to it in clause 2.10.
16. Transport Solutions has the meaning given to it in clause 7.1.1.

General Terms:

• 1.1. RIPPA is a manufacturer. As such, once the Goods leave their manufacturing facility or holding yard they are at the customer’s sole risk.
• 1.2. If the Customer requests RIPPA to leave Goods outside RIPPA’s premises for collection, or to deliver the Goods to an unattended address, then such Goods shall be left at the Customer’s sole risk.
• 1.3. The Customer acknowledges that Goods provided may exhibit variations in shape, size, colour, texture, surface and finish and other variations due to the manufacturing process. RIPPA will make every effort to minimise such variations but shall not be liable in any way whatsoever where such variations occur.
• 1.4. The Customer warrants that the structure of the building/s or equipment in or upon which Goods are to be installed or erected is sound and will sustain the installation of the Goods and incidental services.
• 1.5. RIPPA shall not be liable for any claims, demands, losses, damages, costs and expenses whatsoever caused or arising should the building/s or equipment be insufficient or unable to accommodate the installation.
• 1.6. The Customer must capture clear/definitive photographic evidence of the prepared site prior to installation to demonstrate correct installation process has been followed.
• 1.7. RIPPA shall not be liable for any defect or damage resulting from any incorrect or faulty installation by the Customer or any third party.
  The Customer:
  • acknowledges that RIPPA is only responsible for parts that are replaced/provided by RIPPA and does not at any stage accept any liability in respect of components supplied by any other third party that subsequently fail and are found to be the source of the failure; and
  • indemnifies and keeps indemnified RIPPA against any loss or damage caused or contributed by components supplied by a third party other than RIPPA;
• 1.9. The Customer acknowledges and agrees:
  • 1.9.1. the Customer has had the opportunity to examine the Goods and satisfy itself as to the condition, suitability and specifications of the Goods and the fitness of the Goods for the Customer’s purposes;
  • 1.9.2 to inspect the Goods and advise of any issues with the Goods within 48 hours of delivery, or RIPPA will deem the Goods to have been accepted as per Clause 1.9.1;
  • 1.9.3 the Customer has relied solely upon its own judgment in all matters relating to the selection of the Goods;
  • 1.9.4. neither RIPPA nor anyone on its behalf has given any warranty or made any representation to the Customer as to the quality, fitness for any particular purpose, suitability or condition of the Goods except as provided in these terms and conditions and the Warranty;
    1.9.5. any advice, recommendation, information, assistance, or service provided by RIPPA to the Customer in relation to the Goods is provided in good faith, is based on RIPPA’s own knowledge and experience and shall be accepted without liability on the part of RIPPA.

2. Invoicing and Timing:

• 2.1. The Customer will receive an initial Quote from RIPPA valid for thirty (30) days from date of issuance unless otherwise specified in writing by RIPPA.
• 2.2. To accept the quote the Customer will need to provide confirmation of acceptance.
• 2.3 Once confirmation to proceed with the quote is received from the Customer, RIPPA will issue the Customer with a proforma invoice. On receipt of 50% deposit payment of the invoice total, RIPPA will commence allocating a manufacturing and delivery slot.
• 2.4. Failure to pay the deposit within 7 days of the proforma invoice issued will trigger the Order to be cancelled.
• 2.5. The maximum amount of time that RIPPA can hold an Order is 180 days from the date of acceptance. Failure to proceed with delivery or collection within this time frame will result in the Order and freight being requoted.
• 2.6. A further 50% of the proforma invoice is due thirty (30) days prior to expected manufacturing completion date of the Goods. On receipt of this full payment RIPPA will commence finishing the Goods and arrange Dispatch and Delivery Date of the Goods or the Pick Up process.
• 2.7. Fourteen (14) days prior to expected delivery date of the Goods, RIPPA or an authorised Partner will contact the Customer to confirm Dispatch Date and time.
• 2.8. In the event that the Customer experiences delays and requests to change the agreed Dispatch Date, the Customer must inform RIPPA of a delay or postponement of the delivery of the Goods at or before 14 days of the scheduled delivery date.
• 2.9. If a change occurs within 14 days of the agreed Dispatch Date, this will incur a Cost Recovery Fee of $490 including GST and an ongoing Storage Fee of $100.00 including GST per week.
• 2.10. The Customer, when ready to take delivery of the pool, will contact RIPPA to re-arrange a new delivery date and complete the payment of any outstanding invoices including the additional storage and delivery fees, prior to dispatch.

3. Accuracy of Customer’s Plans and Measurements:

• 3.1 In the event the Customer provides information relating to the provision of the Goods (including but not limited to plans, specifications, measurements, quantities and other information provided by the Customer), it is the Customer’s responsibility to verify the accuracy of the information prior to the Customer placing an order based on the information. RIPPA will not be responsible or accept any liability for any loss, damages, or costs resulting from the Customer’s failure to comply with this clause;
• 3.2. The Customer acknowledges that RIPPA may rely on the accuracy of any information provided by the Customer to RIPPA under clause 3.1 in providing the Goods.

4. Dimensions, Plans and Specifications:

• 4.1 All industry tolerances shall apply to the dimensions, plans and measurements of the Goods, unless RIPPA and the Customer agree otherwise in writing.
• 4.2. The Customer will ensure that any and all engineering drawings, specification and advisory guidelines provided to the Customer by RIPPA are adhered to, unless otherwise reviewed and approved by external professional parties or agreed to in writing by the parties.
• 4.3 All engineering drawing provided in relation to site preparation are typical designs only and represent typical representations of site conditions. Additional engineering and assessment may be required in some circumstances at the Customer’s expense.

5. Compliance and Consents:

• 5.1. The Customer and RIPPA shall comply with the provisions of all Law that may be applicable to the Goods, including any Work Health and Safety (WHS) Laws relating to building/construction sites and any other relevant safety standards or legislation.
• 5.2. The Customer shall obtain (at the sole expense of the Customer) all necessary Approvals including but not limited to council permits, development approvals, building approvals and barrier protection guidelines in respect of the Goods.

6. Title:

• 6.1. RIPPA and the Customer agree that RIPPA’s obligations to the Customer for the provision of the Goods shall not cease and title to the Goods shall not pass until:
  • 6.1.1. the Customer has paid RIPPA all amounts owing to RIPPA pursuant to these terms; and
  • 6.1.2. the Customer has met all of their other obligations due by the Customer to RIPPA in respect of all contracts, quotes and orders entered into between RIPPA and the Customer.
• 6.2. It is further agreed that, until title to the Goods passes to the Customer in accordance with clause 6.1 above:
  • 6.2.1. the Customer is to hold the Goods as RIPPA’s bailee and, unless the Goods have become fixtures, must return the Goods to RIPPA on RIPPA’s request;
  • 6.2.2. the Customer will hold the benefit of the Customer’s insurance of the Goods on trust for RIPPA and must pay to RIPPA the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
  • 6.2.3. the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for fair market value. If the Customer sells, disposes or parts with possession of the Goods, then the Customer must hold the proceeds of any such act on trust for RIPPA and must pay or deliver the proceeds to RIPPA on demand;
  • 6.2.4. the Customer must not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer must hold the resulting product on trust for the benefit of RIPPA and must sell, dispose of or return the resulting product to RIPPA as it so directs;
  • 6.2.5. unless the Goods have become fixtures, the Customer irrevocably authorises RIPPA to enter any premises where RIPPA believes the Goods are kept and recover possession of the Goods;
  • 6.2.6. RIPPA may recover possession of any Goods in transit, whether or not the Goods have been delivered to the Customer;
  • 6.2.7. the Customer must not create any Security Interest over the Goods or allow any Security Interest to come into existence; and
  • 6.3.8. RIPPA may commence proceedings to recover any outstanding monies owing by the Customer to RIPPA notwithstanding that ownership of the Goods has not passed to the Customer.

7. Delivery:

7.1. The Customer acknowledges and agrees:

• 7.1.1. RIPPA’s standard freight quotes are based on delivery from their facility to the address specified on the Quote using the following insured contracted third party Transport Solutions:
  • 7.1.1. a Single or Dual axel trailer (unless otherwise specified or requested by the Customer at the time of placing an Order)
  • 7.1.2. a Flatbed Body Truck (unless otherwise specified or requested by the Customer at the time of placing an Order)
  • 7.1.3. a Semi-Trailer (unless otherwise specified or requested by the Customer at the time of placing an Order)
• 7.2. The Customer will be contacted within 14 days prior to expected delivery date of the Goods to confirm allocated Dispatch Date.
• 7.3. If the Customer informs RIPPA at this time, or within the 14 days before completion, that the Customer cannot take delivery at the scheduled allocated Dispatch Date, a Cost Recovery Fee of $490 (including GST) will be added to the freight and cartage charge to cover the cost of transport to, unloading and storage at, a third-party storage facility until the product can be received by the Customer.
• 7.4. If the Customer has arranged collection of their pool from a RIPPA site using their own freight supplier, a Load Out Fee of $190 (including GST) per pool will be charged.
• 7.5. The Transport Solutions outlined in clause 7.1.1 (as the context requires) will allow for the successful delivery of the Goods;
• 7.6. If road and/or Site access will not allow for the Transport Solution referred to in clause 7.1.1 above, non-standard freight pricing will apply on a price on application basis.
• 7.7. Authority of access to the Site for successful delivery of the Goods is the Customer’s responsibility;
• 7.8. Should transport and delivery be attempted to the Customer’s nominated site utilising the Transport Solution and fail due to access or Site conditions, any and all additional charges relating to delays, alternate delivery Site requirements, or return costs will be at the Customer’s sole responsibility and expense;
• 7.9. Delivery will include transport up to the closest logistically possible position utilising the Transport Solution, at the Customer’s specified Site but will not include any costs to hire a crane or associated equipment for the installation of the Pool or any other Goods at the Customer’s nominated Site if required;
• 7.10. Standard delivery includes an unload time allocation of one hour. Any delays beyond one hour will trigger additional charges to the Customer at a rate of $250 (including GST) per hour;
• 7.11. The Customer must ensure that their nominated site person liaises with RIPPA or contracted Transport Solution provider for access to the nominated Site and the delivery of the Pool prior to Dispatch Date.
• 7.12. RIPPA accepts no liability for Goods damaged due to incorrect lifting or incorrect moving of Goods by the Customer’s nominated provider. Goods must be lifted and installed within RIPPA’s provided specifications available at the time of purchase.
• 7.13. The Customer must inspect the Goods on delivery or receipt of the Goods and must within twenty-four (24) hours of delivery or receipt of the Goods notify RIPPA in writing of any evident defect/damage, error or omission (including RIPPA’s workmanship), shortage in quantity, or failure to comply with the description or quotation. If requested by RIPPA, the Customer will provide photographic reports to RIPPA to help clearly identify the proposed defect. Upon such notification, the Customer must allow RIPPA to inspect/review the Goods at a date and time nominated by RIPPA.

8. Delays and Storage:

• 8.1. As per clause 2.4, when the Customer has completed payment for the balance owing (30 days prior to the scheduled delivery date) they are committed to the agreed Dispatch Date.
• 8.2. In the event that the Customer experiences delays and requests to change the agreed Dispatch Date, the Customer must inform RIPPA of a delay or postponement of the delivery of the Goods at or before 14 days of the scheduled delivery date.
• 8.3. If a change occurs within 14 days of the agreed Dispatch Date, this will incur a fee of $490.00 including GST (Cost Recovery Fee) and an ongoing fee of $100.00 including GST per week (Storage Fee).
• 8.4. An invoice for the Storage Fee will be raised on the initial Dispatch Date and the pool will be dispatched to a designated storage yard.
• 8.5. The Customer, when ready to take delivery of the pool, will contact the designated storage yard to re-arrange a new delivery date and complete the payment of any outstanding invoices including the additional storage and delivery fees, prior to dispatch.

9. Intellectual Property:

• 9.1. Where RIPPA has designed, drawn or developed Goods for the Customer, then the copyright in any designs, specifications, drawings, other technical information or documents shall remain the property of RIPPA.
• 9.2. The Customer warrants that all designs, specifications or instructions given to RIPPA will not cause RIPPA to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify and keep indemnified RIPPA against any action taken by a third party against RIPPA in respect of any such infringement.
• 9.3. The Customer agrees that RIPPA may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods (or digital media thereof) which RIPPA has created for or on behalf of the Customer.
• 9.4. The Customer will not use, share or publish any RIPPA documents including images, logos, videos and plans without the express written consent and authorisation of RIPPA.

10. Cancellation:

• 10.1. Without prejudice to any other remedies RIPPA may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms, RIPPA may suspend or terminate the provision of Goods to the Customer and RIPPA will not be liable to the Customer for any loss or damage the Customer suffers arising from RIPPA exercising its rights under this clause;
• 10.2. RIPPA, in its absolute discretion, may cancel any contract or order to which these terms apply, or cancel provision of the Goods at any time before the Goods have been delivered, by giving written notice to the Customer. On giving such notice, RIPPA shall repay to the Customer any money paid by the Customer for the Goods. RIPPA shall not be liable for any loss or damage whatsoever arising from such cancellation.
• 10.3. In the event that the Customer cancels an Order for the provision of the Goods:
  • 10.3.1.(14) days after acceptance and deposit the Customer will not incur a fee and full refund is granted.
    (45) days prior to expected delivery date of the Goods, the Customer will incur a fee of $990.00 including GST (Cost Recovery Fee) by RIPPA as a direct result of the cancellation (including, but not limited to, any expenses incurred).
  • 10.3.2. Within the (45) days prior to expected delivery date of the Goods, the Goods will be held until on sold or reallocated. Only after sold or reallocated will a refund be granted. Any such refund will incur a 10% restocking fee of the total order value as a direct result of the cancellation (including, but not limited to, any expenses incurred such as transportation, storage, handling).
• 10.4. All costs incurred or recovered will be deducted from the refund amount.
  Cancellation of certain Orders for Goods made to the Customer’s specifications, or for non-stockist items, may not be accepted once production has commenced, or an Order has been placed by the Customer.

11. General:

• 11.1. The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
• 11.2. These terms and conditions, and any contract to which they apply, shall be governed by the laws of New South Whales, the State in which RIPPA has its principal place of business and are subject to the jurisdiction of the Courts.
  Subject to clause 10, RIPPA shall be under no liability whatsoever to the
• 11.3. Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by RIPPA of these terms and conditions (alternatively RIPPA’s liability shall be limited to damages which under no circumstances shall exceed the Price).
• 11.4. The Customer shall not, without the prior written consent of RIPPA, be entitled to set off against, or deduct from the price payable in respect of the Goods (by way or counterclaim or other legal or equitable claim), any sums owed or claimed to be owed to the Customer by RIPPA, nor to withhold payment of any invoice because part of that invoice is in dispute.
• 11.5. Neither party may assign, transfer or novate all or any part of its rights or obligations under or relating to these terms without the written consent of the other party.
• 11.6. RIPPA may elect to subcontract out any services to be provided in respect of the Goods, including transport services. The Customer agrees and understands that they have no authority to give any instruction to any of RIPPA’s subcontractors without the authority of RIPPA.
• 11.7. The Customer agrees that RIPPA may amend these terms by notifying the Customer in writing. Any variations to these terms shall be deemed to take effect from the date on which the Customer accepts such variations, or otherwise at such time as the Customer makes a further request for RIPPA to provide Goods to the Customer.
• 11.8. Except for payment obligations, neither party will be responsible for any failure or delay in the performance of its obligations under these terms, any Quote or Order due to causes beyond it’s reasonable control, including, but not limited to, acts of God, war, riot, terrorism, embargoes, the act of any government or competent authority, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials.

The entire understanding of the parties in relation to its subject matter and supersedes all prior discussions, understandings or representations.

Note: These terms and conditions apply to all business activities undertaken by RIPPA, including sales of goods, services and any advice provided by RIPPA.