Terms & Conditions of Sale and Service

In this Agreement:

Agreement means the agreement between the Customer and Highgate Healthcare comprising the following documents:

1. i. the Order, accepted by Highgate Healthcare;
2. ii. these Terms and Conditions of Sale; and
3. iii. other document which is incorporated by reference in the Quotation or these terms and conditions of sale.

Australian Consumer Law has the meaning given to it in the Competition and Consumer Act 2010 (Cth).

Business Day means any day other than a Saturday, Sunday or public holiday in the whole State of South Australia.

Customer means the party to whom a Quotation is provided by Highgate Healthcare or by whom an Order is placed with Highgate Healthcare for Goods.

Delivery Time means the date and time that the Goods are:

1. i. delivered by, or on behalf of, Highgate Healthcare to the Site or any other delivery location nominated by the Customer and agreed to by Highgate Healthcare; or
2. ii. collected by, or on behalf of, the Customer or notified as being ready for collection from Highgate Healthcare’s premises or any other location at which the Goods are situated; or
3. iii. due to be delivered by Highgate Healthcare, but delivery is delayed at the request of the Customer or due to circumstances beyond the reasonable control of Highgate Healthcare.

Force Majeure Event means any event outside the reasonable control of Highgate Healthcare including acts of God, war, riots, strikes, lock outs, trade disputes, break downs, mechanical failures, interruptions of transport, Government action or any other cause whatsoever, whether or not of a like nature to those specified above.

Goods mean any product, item, equipment or materials sold or to be sold to the Customer and includes any services provided by Highgate Healthcare to Customer.

GST means the tax imposed by A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Highgate Healthcare means Highgate Care T/A Highgate Healthcare ABN 17 630 709 161.

Invoice means the written invoice issued by Highgate Healthcare to the Customer upon acceptance of an Order setting out the Price and any delivery charges.

Order means a written order to purchase Goods placed by the Customer with Highgate Healthcare in such form as required by Highgate Healthcare.

PPSA means the Personal Property Securities Act 2009 (Cth).

Price means the Price of Goods determined under clause 3.

Quotation means a written quotation issued by Highgate Healthcare for the sale of Goods to the Customer.

Services means Preventative maintenance, breakdown maintenance, asset tracking, replacement of spare parts. Does not include maintaining Customer’s QA / WHS system including lock-outs of damaged and/or obsolete equipment or training of staff.

Site means the location where the Goods are to be delivered, as stated in the Quotation or otherwise nominated by the Customer and agreed to by Highgate Healthcare.

Standard Specifications means Highgate Healthcare’s standard specification for the Goods current at the time Goods are delivered to the Customer. Copies of the Standard Specifications are available upon request from Highgate Healthcare.

In this Agreement:

1. i. any reference to a party includes its successors and permitted assigns;
2. ii. headings are for convenience only and have no legal effect;
3. iii. the singular includes the plural and vice versa;
4. iv. “including” and similar words do not imply any limitation;
5. v. a reference to $ is to the Australian dollar;
6. vi. a reference to legislation or a legislative provision includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; and
7. vii. if the performance of an obligation under this Agreement falls due on a weekend or public holiday it must be performed on the next Business Day.

2.1 Formation of Contract

(a) An Order is binding on both the Customer and Highgate Healthcare when:

1. i. a written acceptance is signed by or on behalf of Highgate Healthcare; or
2. ii. the Goods are supplied by Highgate Healthcare in accordance with the Order.

(b) Once accepted, an Order constitutes a contract between Highgate Healthcare and the Customer on the terms and conditions of this Agreement. These terms override any terms contained in the Customer’s Order.
(c) Submission of a Purchase Order, signed quotation or written approval by the Customer constitutes acceptance of these Terms and Conditions and is binding on both parties once Highgate Healthcare issues written confirmation, dispatches Goods, or commences Services.

2.2 Cancellation of Orders

Once accepted by Highgate Healthcare, an Order cannot be cancelled by the Customer without Highgate Healthcare’s prior written consent. Such consent may be withheld at Highgate Healthcare’s absolute discretion and may be conditional on the Customer indemnifying Highgate Healthcare for any loss or expense arising from the cancellation.

2.3 Quotations

Quotations are valid for 30 days from the date of issue unless otherwise stated. Highgate Healthcare may amend or withdraw a Quotation at any time prior to acceptance of an Order by the Customer.

3.1 The Price for Goods is either

1. a) the price indicated in Highgate Healthcare’s Quotation (or any subsequent Quotation if varied); or
2. b) the price listed in any Highgate Healthcare price list current at the date an Order is placed.

3.2 Prices

Prices do not include applicable taxes or statutory charges (such as GST) or delivery charges. Delivery charges will be specified in Quotations and Invoices and charged in addition to the Price.

3.3 Delivery Charges and Free Delivery

1. a) Delivery charges apply unless the order qualifies for free delivery under clause 6.4.
2. b) Charges for excluded large items and for optional services (including delivery/installation and collection/disposal) are additional to the Price and will be quoted or shown at checkout or in the Quotation/Invoice.
3. c) Delivery charges are based on information available at the time of quotation or checkout. If, prior to dispatch, Highgate Healthcare becomes aware that:
   1. i. the delivery location is regional, remote, or otherwise outside standard metropolitan service areas;
   2. ii. access constraints, carrier surcharges, oversized dimensions, dangerous goods classification, or additional services apply; or
   3. iii. the actual delivery cost materially exceeds the amount originally quoted due to circumstances beyond Highgate Healthcare’s reasonable control.

4. d) Highgate Healthcare reserves the right to vary the delivery charge to reflect the actual cost incurred.
5. e) In the event of a variation under clause 3.3(c), Highgate Healthcare will notify the Customer as soon as reasonably practicable, and the Customer may elect to:
   1. i. accept the revised delivery charge; or
   2. ii. cancel the Order prior to dispatch without penalty, except for any non-recoverable costs already incurred.

4.1 Highgate Healthcare, at its discretion, may require payment of a deposit for Goods on placing of an Order. Highgate Healthcare may also require that the Goods be paid for in installments by the Customer.

4.2 Unless the Customer has a credit account in the Customer’s name with Highgate Healthcare, the total amount of an invoice (less any deposit paid) and the delivery charges are payable by the Customer prior to or on delivery of the Goods.

4.3 If the Customer has an approved credit account, an invoice (less any deposit paid) and the delivery charges are payable by the Customer within agreed terms after delivery of the Goods.

4.4 Payment must be made by bank cheque, credit card (which may include provider surcharge), direct credit into Highgate Healthcare’s bank account or by any other method agreed between the Customer and Highgate Healthcare. Receipt of any form of payment other than cash will not constitute payment until that form of payment has been honoured, cleared or recognised.

4.5 Subject to clause 7, payment will constitute acceptance by the Customer of all Goods.

4.6 All amounts payable by the Customer under this Agreement must be paid without set-off or counterclaim of any kind.

If GST is imposed on any taxable supply under this Agreement, then the recipient of that taxable supply must pay the supplier an additional amount equal to the GST payable on the taxable supply at the same time as payment for the taxable supply is due.

6.1 Highgate Healthcare will (unless otherwise agreed with the Customer) arrange delivery of the Goods to the Site using a carrier appointed by Highgate Healthcare.
Delivery and freight costs will be specified in the Quotation, online checkout, or Invoice and are payable by the Customer at the same time as payment for the Goods is due.
Where:
(a) the Site is located in a regional, remote or non-metropolitan area;
(b) access constraints, carrier limitations, dangerous goods classification, oversized or bulky Goods, or additional services (including installation or disposal) apply; or
(c) the actual freight or delivery costs incurred by Highgate Healthcare materially exceed the amount originally quoted due to circumstances beyond Highgate Healthcare’s reasonable control, Highgate Healthcare reserves the right to vary the delivery charge to reflect the actual cost of delivery.
In such circumstances:
Highgate Healthcare will notify the Customer as soon as reasonably practicable;
(i) the Customer may elect to accept the revised delivery charge or cancel the Order (prior to dispatch) without penalty, except for any non-recoverable costs already incurred; and
(ii) Highgate Healthcare will not dispatch the Goods until the Customer confirms acceptance of the revised delivery costs.

6.2 An estimated timeframe for delivery may be stated in the Quotation or shown at checkout. Highgate Healthcare will use reasonable endeavours to meet the delivery time frame but accepts no responsibility for costs or charges resulting from a delay in delivery due to factors outside its reasonable control. The Customer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery. Highgate Healthcare may change the estimated delivery time by written notice to the Customer. Highgate Healthcare reserves the right to deliver the Goods in instalments.

6.3 The Customer acknowledges that Goods do not need to be signed for when delivered and may be unloaded and left on any part of the Site that Highgate Healthcare or its carrier considers reasonable in the circumstances.

6.4 Free Delivery Eligibility (Online Orders Only)
(a) Free delivery applies only to online orders that meet the following thresholds:
  (i) orders over $500 delivered within South Australia or Victoria; or
  (ii) orders over $1,000 delivered Australia-wide.
(b) Free delivery does not apply to excluded large items listed in clause 6.5 or to any additional services under clauses 6.8–6.9.

6.5 Free Delivery Exclusions — Large & Bulky Items
Free delivery excludes large items including, without limitation, powered lift chairs, hi-lo beds, mobility scooters, mattresses, and certain mobility aids. These items attract delivery charges as quoted or shown at checkout.

6.6 Local Delivery (Adelaide Metro & Outer Suburbs)
(a) Local parcel freight is serviced by APD Parcel Delivery, APD Direct and TNT.
(b) Customers can track consignments using the respective forwarder’s website (tracking details will be provided when available).

6.7 Interstate Delivery (Australia-Wide)
(a) Interstate consignments are shipped via TNT’s national network with day-definite road schedules, Team Global Express (TGE) Intermodal and TGE IPEC.
(b) Dangerous Goods (if applicable) are transported in accordance with the Australian Dangerous Goods Code and may have different transit times from standard freight.
(c) Customers can track consignments using the respective forwarder’s website (tracking details will be provided when available).

6.8 Delivery and Installation
The Customer must ensure that the delivery address and installation area are safe, accessible, hygienic, and suitable for the delivery and installation of the Goods. This includes, without limitation:
(1)providing clear and unobstructed access;
(2)ensuring adequate space for manoeuvring and installation;
(3)ensuring floors, pathways, lifts, and access routes are structurally sound and suitable;
(4)ensuring the environment is clean and free from hazards, contamination, pests, or infection risks.

Highgate Healthcare reserves the right, in its reasonable opinion, to refuse delivery or installation where the premises or site conditions present a safety risk, are unhygienic, or otherwise make delivery or installation unfeasible.

Deliveries and installations will be carried out to the best of Highgate Healthcare’s ability when it is safe and practical to do so. If delivery or installation cannot be completed due to site conditions, incorrect or incomplete information provided by the Customer, absence of an authorised person to accept delivery, or other factors beyond Highgate Healthcare’s reasonable control, Highgate Healthcare may charge a futile trip fee, re-delivery fee, or re-installation fee to recover reasonable costs incurred.

The Customer acknowledges and agrees that failure to meet these conditions may result in delays, additional charges (including futile trip fees), or cancellation or rescheduling of delivery until suitable arrangements are made.

6.9 Collection and Environmentally Responsible Disposal (Old Items)
(a) Where requested, Highgate Healthcare may collect selected old or damaged beds, mattresses, or chairs for environmentally responsible disposal.
(b) Collection is at the discretion of the delivery team on the day. Items that pose an infection or hygiene risk will not be collected.
(c) This service must be arranged in advance and the fee is non-refundable. Charges are in addition to any delivery charges.

6.10 Tracking Information
Where available, tracking details will be provided to the Customer for use with the relevant carrier’s online tools (including APD Track n Trace and TNT Track & Trace).

6.11 Delivery Address Requirement The Customer must provide a physical street address for delivery. Highgate Healthcare does not deliver to PO Boxes or post office branches.

7.1 Inspection on Delivery

Customers should inspect the Goods as soon as reasonably practicable after delivery or collection.
Customers should notify Highgate Healthcare as soon as reasonably practicable after becoming aware of any alleged defect, damage, shortage or incorrect supply and, where possible, within 7 days of delivery.
Notification must include:

1. a) a description of the issue;
2. b) proof of purchase (including order number for online purchases); and
3. c) any supporting evidence reasonably requested by Highgate Healthcare (including, but not limited to, photographs of the Goods and packaging).

7.2 Defect Notification and Access

If a notice of defect or damage is given, the Customer must allow Highgate Healthcare reasonable access to inspect the Goods.
Where Highgate Healthcare requires the Goods to be returned for inspection:
(a) the Customer is responsible for the reasonable cost of returning the Goods to Highgate Healthcare for assessment unless otherwise agreed in writing;
(b) if Highgate Healthcare determines that the Goods are defective or have failed to meet a consumer guarantee under the Australian Consumer Law, Highgate Healthcare will:

1. (i) reimburse reasonable return freight costs; and;
2. (ii) bear the cost of repair, replacement, or remedy in accordance with the Australian Consumer Law;

1. (i) inspection and testing costs; and
2. (ii) return freight or re-delivery costs.
3. (iii)Highgate Healthcare will notify the Customer of any applicable charges before proceeding.

7.3 Exclusions

Returns and warranty claims will not be accepted where defects or damage arise from:

1. a) ordinary wear and tear;
2. b) misuse, negligence, accident, or abuse;
3. c) failure to operate or maintain the Goods in accordance with supplied instructions, guidelines, or manuals; or
4. d) unauthorised repairs, alterations, or modifications.

7.4 Return of Non-Defective Goods

Highgate may accept return of non-defective Goods for credit at its discretion, subject to non-defective handling fee and return freight costs. A Return Merchandise Authorization (RMA) must be obtained prior to return.

7.5 Trial Goods

Where Goods have been supplied or used under any trial arrangement (including in-home trials, showroom trials, community trials or similar) prior to purchase, any return accepted by Highgate Healthcare will incur a handling fee of 30% of the value of the Goods plus freight costs, unless otherwise required by law.

7.6 Custom Goods

Custom and Special Order Goods (as defined) are non-returnable once ordered, except where defective or where required by law. Lead times may be extended. These Goods will be identified in quotations, invoices and online checkout.
Where a product is expressly marked as subject to a “30-Day Money-Back Guarantee”, that offer is subject to the specific conditions published on the website in addition to these Terms.

7.7 Health and Hygiene

For health, hygiene, and safety reasons, Highgate Healthcare does not accept returns or exchanges of personal-use products once used, except where such products:

1. a) are determined to be defective due to a manufacturing fault;
2. b) have sustained damage during transit; or
3. c) have failed under normal use in circumstances not attributable to misuse by the Customer.

7.8 Change of Mind

Highgate Healthcare may, at its discretion, accept returns due to change of mind, subject to RMA approval, handling fees, restocking fee, freight charges, and exclusions set out in this Agreement. Custom or Special Order Goods are excluded unless required by law. Where Goods are prescribed or recommended by an allied health professional and issues arise relating to comfort or clinical suitability not due to defect, the Customer must refer to their treating clinician. Highgate’s responsibility is limited to addressing product function and defect.

8.1 From time to time, the Company may, at its sole discretion, offer incentives (including but not limited to discounts, promotional items, or entries into prize draws) to customers who provide reviews, testimonials, or other forms of feedback regarding their purchase or experience.

8.2 The provision of such incentives is not guaranteed and is subject to change, suspension, or cancellation by the Company at any time without prior notice or liability. The Company reserves the right to amend the terms, eligibility requirements, or benefits of any feedback-related incentive program at its absolute discretion.

8.3 All feedback or reviews submitted in exchange for any incentive must reflect the customer’s honest opinion and genuine experience with the product or service. Customers must not post misleading, deceptive, or false testimonials. By submitting feedback, the customer warrants that it complies with all applicable laws, including but not limited to consumer protection and advertising regulations, and any applicable terms of third-party review platforms.

8.4 The Company reserves the right to withhold or revoke any incentive where it reasonably believes that the feedback was not submitted in good faith or was intended to mislead.

9.1 Risk in the Goods
Risk in the Goods passes to the Customer when the Goods are delivered to the delivery address nominated by the Customer or collected by the Customer (“Delivery Time”). From that time, the Customer is responsible for any loss, theft or damage to the Goods.
Delivery is taken to occur when the Goods are delivered to the nominated address, including where delivery is made without a signature in accordance with the Customer’s delivery instructions.

9.2 Retention of Title and Insurance
Ownership of the Goods does not pass to the Customer until Highgate Healthcare has received full payment of all amounts owing for those Goods.
Until ownership passes:

1. a) The Customer must take reasonable care of the Goods;
2. b)The Customer must insure the Goods for their full replacement value against loss or damage; and
3. c) If requested by Highgate Healthcare, the Customer must store the Goods separately or otherwise clearly identify them as property of Highgate Healthcare.

10.1 Title and Risk

a) Ownership, title, and property in the Goods (and any Proceeds of sale) remain with Highgate Healthcare until the Customer has paid in full all amounts owing to Highgate Healthcare on any account.

b) Risk in the Goods passes to the Customer on delivery, and the Goods remain at the Customer’s risk at all times thereafter.

10.2 Rights of Use and Sale

a) The Customer may, in the ordinary course of business, sell or use the Goods.

b) Until the Goods are sold, the Customer holds them as bailee for Highgate Healthcare.

c) If the Goods are incorporated into any manufacturing or construction process, the Customer must hold on trust for Highgate Healthcare that portion of the Proceeds which equals the amount owing to Highgate Healthcare at the time of receipt, and must pay such funds to Highgate Healthcare immediately on demand.

10.3 Events of Default

The Customer is deemed to be in default if:

1. i. it fails to make any payment to Highgate Healthcare when due;
2. ii. it ceases or threatens to cease carrying on business, suspends payments, becomes unable to pay its debts as they fall due, or indicates its intention to do so; or
3. any cheque, bill of exchange, or payment instrument payable to Highgate Healthcare is dishonoured.

10.4 Remedies on Default

If a default occurs, Highgate Healthcare may, without prejudice to any other rights at law or under this Agreement:

1. i. enter the Customer’s premises (or any premises under the Customer’s control) without notice and recover possession of the Goods;
2. ii. recover and resell the Goods;
3. iii. where the Goods cannot be distinguished from similar goods paid for by the Customer, seize all goods of that description and retain them for a reasonable period to determine ownership. Highgate Healthcare will promptly return to the Customer any goods found to be the Customer’s property;
4. iv. is not liable for any loss, damage, or interruption to the Customer’s business arising from the seizure of Goods;
5. v. require the Customer to hold the Proceeds of sale of any Goods (or goods manufactured or constructed using the Goods) on trust for Highgate Healthcare and account to Highgate Healthcare for the amount owing; and
6. vi. charge all of the Customer’s right, title, and interest in the Proceeds of sale of the Goods (whether original or derived) in favour of Highgate Healthcare as security for all amounts owing.

11.1 Security Interest

(a) This Agreement constitutes a Security Agreement for the purposes of the PPSA.

(b) The Goods supplied by Highgate Healthcare, and any Proceeds from their sale, constitute Collateral.

(c) Highgate Healthcare holds a Security Interest over all present and after-acquired Goods supplied to the Customer and any Proceeds of those Goods.

(d) Any supply of Goods on credit terms or subject to retention of title under clause 10 constitutes a Purchase Money Security Interest (PMSI), which continues in relation to any Goods or Proceeds arising.

(e) The Security Interest continues notwithstanding that the Goods may be processed, commingled, or become an accession with other goods.

(f) Highgate Healthcare’s Security Interest is a continuing interest with priority, to the fullest extent permitted by law, over all other registered or unregistered Security Interests.

(g) Until title passes, the Customer must keep all Goods free of any charge, lien, or Security Interest, and must not deal with the Goods in a way that prejudices Highgate Healthcare’s rights.

(h) Highgate Healthcare may, in addition to other rights, exercise any remedies available to a Secured Party under Chapter 4 of the PPSA, including entry onto premises to search for, seize, dispose of, or retain Goods subject to its Security Interest.

11.2 Customer Undertakings

The Customer must:

1. i. sign all documents and provide all information reasonably required by Highgate Healthcare to register, amend, or update a Financing Statement or Financing Change Statement;
2. ii. indemnify Highgate Healthcare for all costs incurred in relation to any PPSA registration or release;
3. iii. not register, or permit to be registered, a Financing Change Statement in respect of the Collateral without Highgate Healthcare’s prior written consent; and
4. iv. give Highgate Healthcare at least 7 days’ prior written notice of any change to its name, address, contact details, business practice, or other details registered on the PPSR.

11.3 Contracting Out of PPSA Provisions

Highgate Healthcare and the Customer agree that sections 96, 125, 132(3)(d), and 132(4) of the PPSA do not apply to this Agreement.

11.4 Waiver of Rights

The Customer waives its rights:

1. i. to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), and 132(4) of the PPSA;
2. ii. as a grantor or debtor under sections 142 and 143 of the PPSA; and
3. iii. to receive a Verification Statement under section 157 of the PPSA.

11.5 Attorney

The Customer irrevocably appoints Highgate Healthcare as its attorney to sign all documents reasonably necessary to protect, preserve, or enforce Highgate Healthcare’s rights under this Agreement and the PPSA, and must ratify all such actions.

12.1 Default

a) Default interest accrues daily on any overdue amount at a rate of 2% per calendar month until payment is received in full.

b) The Customer indemnifies Highgate Healthcare for all costs and expenses incurred in recovering any outstanding amounts, including legal costs on a solicitor–client basis and collection agency fees.

c) If any payment is dishonoured for any reason, the Customer is liable for all dishonour fees incurred by Highgate Healthcare.

12.2 Events of Default

A default occurs if the Customer:

1. i. fails to pay any amount when due;
2. ii. fails to remedy any non-payment breach within 14 days of receiving written notice to do so from Highgate Healthcare;
3. iii. is unable to pay its debts as they fall due; or
4. iv. commits an act of bankruptcy, or if a company, enters into liquidation (voluntary or compulsory), provisional liquidation, administration, receivership, or any arrangement with creditors, or is subject to winding-up proceedings.

12.3 Remedies

If a default occurs, Highgate Healthcare may, by written notice to the Customer and without prejudice to any other rights or remedies, do one or more of the following:

1. i. suspend further supply of Goods or require advance payment for future supply;
2. ii. repossess any Goods for which payment has not been made;
3. iii. terminate all or any Orders accepted but not yet fulfilled;
4. iv. declare all amounts owing by the Customer to be immediately due and payable, regardless of any agreed payment terms; and/or
5. v. enforce its rights to recover all amounts owing as they fall due.

13.1 The Customer warrants that, in placing its Order, it has:

1. i. satisfied itself as to the description, condition, and fitness of the Goods for its intended purpose; and
2. ii. not relied on any statement, representation, warranty, guarantee, advice, recommendation, or information provided by Highgate Healthcare or its representatives, except as expressly set out in this Agreement, the Quotation, or other written document issued by Highgate Healthcare.

13.2 Warranties

14.1. The Customer agrees to indemnify and keep indemnified Highgate Healthcare against all costs, claims, demands, expenses and liabilities of whatsoever nature (including claims of death, personal injury, damage to property and consequential loss (including loss of profit)), suffered or incurred by, or made against Highgate Healthcare as a result of a breach of this Agreement by the Customer, the Customer’s use of the Goods, or any other conduct of the Customer, except where those costs, claims, demands, expenses or liabilities are directly and solely attributable to the gross negligence or wilful default of Highgate Healthcare or any of its duly authorised employees or agents.

15.1. Highgate Healthcare will not be liable for the consequences of any failure or delay in performing any of its obligations under this Agreement to the extent that such failure or delay is due directly or indirectly to any Force Majeure Event.

15.2. If a Force Majeure Event arises, Highgate Healthcare will notify the Customer in writing of the Force Majeure Event and the likely impact it will have on Highgate Healthcare’s performance under this Agreement. If the Force Majeure Event affects the capacity of Highgate Healthcare to complete its material obligations under this Agreement in a timely manner, Highgate Healthcare may by notice to the Customer terminate this Agreement without any liability whatsoever on its part arising from that termination.

16.1. The Customer shall treat as confidential all information, data, drawings, specifications, samples and documentation supplied by Highgate Healthcare under or in connection with this Agreement, and will not disclose them to any third party without the prior written consent of Highgate Healthcare.

17.1. If there is a dispute in relation to any aspect of the supply of the Goods, either party may notify the other in writing of the dispute.

17.2. Following any such notification, there will be a period of 30 days during which both parties must participate in good faith in any negotiations or discussions regarding the dispute, which Highgate Healthcare requests the Customer to participate in.

17.3. If the dispute has not been resolved by the end of the 30-day period, Highgate Healthcare may require that the dispute be submitted to mediation in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia and its applicable rules.

17.4. Subject to clause 7, neither party is permitted to commence any court proceedings or other similar actions relating to a dispute unless it has complied with the procedure set out in this clause.

17.5. This clause does not prevent a party from exercising any rights it has under the Construction Act or from commencing legal proceedings for urgent interlocutory relief.

18.1. The Customer must not assign or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of Highgate Healthcare.

18.2. Highgate Healthcare may assign or deal with any of its rights or obligations under this Agreement at any time and without any requirement to notify the Customer. Highgate Healthcare reserves the right to subcontract the performance of any of its obligations under this Agreement to any other person it so determines.

18.3. Highgate Healthcare may vary this Agreement from time to time and any variation takes effect in relation to subsequent Orders placed after the Customer has received written notice of the variation from Highgate Healthcare.

18.4. No failure to exercise or delay in exercising any right under this Agreement constitutes a waiver and any right may be exercised in the future. A waiver of any right under this Agreement must be in writing and is only effective to the extent set out in that written waiver.

18.5. If any provision of this Agreement is void, unenforceable or illegal and would not be so if words were omitted, then those words are to be severed and if this cannot be done, the relevant sub-clause is to be severed from this Agreement and if this cannot be done, then the entire relevant clause is to be severed from this Agreement, in each case, without affecting the validity or enforceability of the remaining provisions.

18.6. This Agreement (including the Quotation, Order and Invoice) constitutes the entire Agreement between the parties in respect of the sale of Goods and supersedes all previous communications, representations, understandings or agreements.

18.7. This Agreement is governed by the laws in force in South Australia and the parties submit to the non-exclusive jurisdiction of the courts of South Australia.

18.8. Any notice to be given to a party must be in writing.

18.9. Clauses 5, 7, 9, 10, 12, 13, 15 and 16 survive termination or completion of this Agreement.

18.10. Any intellectual property rights in the Goods and any instructions relating to them remain with Highgate Healthcare and do not pass to the Customer. Highgate Healthcare grants to the Customer a non-exclusive, royalty free license to use Highgate Healthcare’s intellectual property to the extent such materials form part of, or are integral to, the Goods.

19.1. Product Availability

(a) The make and models of equipment shown online represent the majority of Highgate Healthcare’s rental pool.

(b) Where specific stock is unavailable, Highgate Healthcare reserves the right to provide a functionally similar substitute product.

19.2. Rental Period

(a) The rental period commences on the date the equipment is collected from or delivered by Highgate Healthcare and continues until the equipment is returned.

(b) A minimum rental period of two (2) weeks applies to all hire agreements.

The Customer or their support coordinator, next of kin, or treating clinician must notify Highgate in writing when the hire period is to end. Absent written notification, billing continues in accordance with the agreed hire cycle.

19.3. Termination by Highgate Healthcare

Highgate Healthcare may terminate a hire agreement and collect equipment immediately if:

1. payments are not made by the due date stated on the invoice; or
2. the equipment is misused.

19.4. Delivery and Collection

(a) Pickup and delivery charges apply to all hire agreements.

(b) Next-day delivery is available in metropolitan areas subject to stock availability and operational capacity. Highgate does not guarantee next-day delivery.

19.5. Pricing

Prices are subject to change without prior notice.

19.6. Repairs

All repairs to rental equipment must be carried out by Highgate Healthcare staff only.

19.7. Purchase of Hired Equipment

(a) All rental equipment is available for purchase.

(b) Where the Customer elects to purchase, 50% of rental fees paid will be credited towards the purchase price.

(c) The discount is capped at 50% of the total purchase price.

(d) No discount applies when purchasing a different product; only payments toward the same item may be credited.

(e)If Hire Goods are purchased, warranty terms apply as per manufacturer's warranty. Additional warranty periods (0/30/60/90 days) at Highgate’s discretion will be confirmed in writing at the time of purchase.

19.8. Inspection and Return of Equipment

(a) Equipment is supplied in good condition, free from defect and odour.

(b) Equipment will be inspected upon return.

(c) The Customer is liable for any damage outside of normal wear and tear, including but not limited to physical damage, cleaning costs, and cigarette smoke damage.

(d) The cost of rectification will be less of the repair cost or the replacement cost of the equipment, regardless of its age at the time of damage.

(e) Highgate Healthcare may recover any amounts payable under this clause by:

1. i. issuing a tax invoice payable by the Customer; and/or
2. ii. deducting the amount from any security deposit, bond, prepaid hire amount, or payment method previously authorised by the Customer, provided that Highgate Healthcare notifies the Customer in writing of the nature of the charge and the basis of calculation prior to deduction.

Nothing in this clause limits any rights the Customer may have under the Australian Consumer Law.

20.1 Processing Time

(a) Orders are usually ready for collection within five (5) Business Days.

(b) The Customer will receive an email or SMS confirmation once the order is ready for collection.

20.2 Pre-Order and Low Stock Items

For Goods purchased on a pre-order basis or where stock is limited, the lead time for availability may exceed the timeframe stated on the product page. In such cases, additional time may be required before the Goods are made available for collection.

20.3 Collection Point

All Click & Collect orders must be collected from:

Highgate Healthcare, 2 Selgar Avenue, Tonsley SA 5042

Collections must occur during Highgate Healthcare’s normal business hours.

20.4 Order Confirmation

The Customer must present:

1. i. the order confirmation (printed or displayed on a mobile device); and
2. ii. valid photo identification,

when collecting the Goods.
Orders are eligible for Click & Collect only after a confirmation email has been sent. Customers must wait for this email before collecting their order. Staff may refuse collection if a customer arrives before the order is ready.

20.5 Uncollected Orders

(a) Orders not collected within ten (10) days of being confirmed as ready for collection may be cancelled by Highgate Healthcare.

(b) In such cases, Highgate Healthcare may refund the Customer, subject to deduction of any reasonable costs incurred.

21.1 Pre-Approval and Description

Photos and description must be provided before collection. Highgate will advise acceptability and fees.

21.2 Right to Refuse

Items differing materially from description, or posing hygiene/safety risk, may be refused on the day and additional fees charged.

21.3 Personal Belongings

Must be removed by the Customer; Highgate will not be responsible.

21.4 Non-Refundable Fees

Disposal fees are non-refundable once attendance occurs.

Where Highgate Healthcare provides servicing, preventative maintenance or repairs:
(a) Services are limited to the scope described in the service agreement or work order;
(b) Highgate Healthcare does not warrant continued structural suitability of the premises;
(c) Highgate Healthcare may refuse to service equipment that is unsafe, contaminated, modified without authorisation, or installed by an unapproved third party.

23.1 This clause applies only to Orders placed on the website of Highgate Healthcare between 21 November and 1 December ("Sale Period"), inclusive.

23.2 During the Sale Period:

1. Free standard shipping is offered on online Orders with a total value of AUD $250 or more, excluding any delivery/installation services or excluded large/bulky items.
2. For Orders below the AUD $250 threshold:
   1. A flat-rate shipping charge of AUD $15 applies for small to medium items.
   2. A flat-rate shipping charge of AUD $20 applies for large items (as identified in the checkout or by size/weight criteria).

23.3 The free shipping offer under clause 21.2(a) is not available for:

1. Items already subject to a separate freight or delivery charge (including large furniture, bulk items or items requiring installation/collection).
2. Any Orders placed outside the Sale Period.

23.4 Orders placed during the Sale Period will still be subject to all other Terms & Conditions of Sale and Service set out on this page (including but not limited to delivery, returns, risk, title and warranty provisions) and nothing in this clause 21 shall amend, override or remove any existing clause.

23.5 If the Customer cancels an Order, returns Goods or there is a change of mind refund scenario (where permitted under the policy) the shipping-charge concession will be treated as part of the order value for the free shipping threshold but the flat rate shipping charge may still apply depending on the adjusted Order value and Goods returned.

23.6 Highgate Healthcare reserves the right to vary or withdraw the shipping offers set out in this clause 21 at any time (including during the Sale Period) by notice to the Customer, in which case the Customer may choose to cancel the Order (subject to the existing cancellation and returns provisions) or accept the revised shipping terms.

23.7 This promotional shipping offer is available only for online Orders made via the Company’s website during the Sale Period and cannot be combined with any other promotional shipping offer unless otherwise explicitly stated.

23.8 Due to increased order volumes during the promotional period and the broader holiday season, delivery times may be longer than usual, and estimated delivery dates are indicative only. Highgate Healthcare will take all reasonable steps to ensure timely fulfilment but makes no guarantees regarding exact delivery timeframes.