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TERMS AND CONDITIONS OF SUPPLY OF GOODS AND SERVICES

These terms and conditions (‘Terms’) apply whenever HELIRPO (Helipro (Fiji) Pte Limited is a Fiji registered company Tin-50-52498-0-7) supplies any products (‘Goods’) to any person (‘the customer’), unless expressly agreed otherwise in writing. By requesting the supply of Goods from HELIPRO, the customer acknowledges and agrees to the Terms.

 

HELIPRO may at any time amend these terms or the list price upon notice to the customer. An amendment will not affect any order accepted by HELIPRO on or prior to the time that the terms were notified to the customer (which may be by way of update via HELIPROs website or such other means as HELIPRO considers is appropriate). The customer’s placement of any order after receipt of such notice will constitute deemed acceptance by the customer of the amended terms.

1. SALE AND PURCHASE

1.1. HELIRPO agrees to sell, and the customer agrees to purchase the Goods referred to on a purchase order issued by the customer and accepted by HELIRPO.

1.2. HELIRPO may decline part or all of any purchase order received from the customer for any reason (including where Goods are out of stock or otherwise unavailable) by notifying the customer prior to issuing an invoice for the relevant Goods.

1.3. If HELIRPO declines any purchase order under clause 1.2 and some or all of the Goods are out of stock, the customer may request HELIRPO to place those out-of-stock Goods on backorder (‘Backorder’). If HELIRPO accepts the customer’s request, the following provisions apply:

(a) notwithstanding clause 2.1, payment for the Goods is due in full, without deduction, withholding or set-off of any kind, immediately on acceptance of the Backorder by HELIRPO;

(b) HELIRPO will endeavour to procure the Goods specified in the Backorder within 90 days (or such longer period as agreed) of acceptance of the Backorder; and

(c) if HELIRPO is not able to procure the Goods specified in the Backorder within the period as specified in clause 1.3(b), HELIRPO or the Customer may cancel the Backorder by notifying the other party, and HELIRPO will refund any payments made by the Customer under clause 1.3(a).

1.4. Subject to clause 1.3, the customer cannot cancel any purchase order for Goods after issue by the Customer and accepted by HELIRPO and is bound to pay the price for those Goods, unless HELIRPO expressly agrees otherwise in writing.

2. PAYMENT

2.1. Payment for the Goods is due in full, without deduction, withholding or set-off of any kind, at the same time as placing the order. Payment by Credit or Charge Card will be accepted with no Credit card fee unless otherwise state.

2 .2. Any other payment method must be authorised in writing by HELIPRO’s accounts manager.

3. PRICING

3.1. Unless otherwise agreed in writing, the price charged shall be the price at the time of placing the order. Verbal quotations are not binding on HELIRPO unless confirmed in writing. Written quotations are only valid for one calendar month unless otherwise stated. HELIRPO may vary its prices at any time.

4. VAT
4.1. ln this clause 4:
(i) The expressions Consideration, lnput Tax Credit, Recipient, Supply, Tax lnvoice and Taxable Supply have the meanings given to those expressions in the VAT Act; and

(ii) Supplier means any party treated by the VAT Act as making a Supply under a Contract.
4.2. Unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with these Terms are inclusive of VAT.

5. WARRANTY

Except as set out in these Terms or otherwise expressly agreed in writing, all conditions, representations, warranties, terms and undertakings, whether express or implied, are excluded to the maximum extent permitted by law. Nothing in these Terms excludes, restricts or modifies any rights that customers may have under the Fijian Consumer Law or any other rights and which by law cannot be excluded.

6. RETURNS

6.1. This Clause 6 does not apply to goods purchased by customers who are consumers within the meaning of the Fiji Consumer Law and where the return is made because the goods do not comply with the consumer guarantees under the Fiji Consumer Law.

6.2. If the customer wishes to return the Goods, the customer must request a Returned Goods Authorisation (RGA). Once approved by HELIPRO, the customer may only return the goods upon receiving an RGA number for HELIRPO. When requesting an RGA, the original invoice number is required to be quoted. All returned goods must be properly packed in, clearly labelled with the RGA number, and returned via HELIRPO’s nominated means.

6.3. To the extent permitted by law, returns will not be accepted if:

(a) the Goods were delivered more than 24 hours prior to the request for return;

(b) the Goods are returned incomplete, or have been used;

(c) the Goods are received by HELIRPO in a damaged or unsaleable condition, or are not in their original unopened packaging;

(d) the Goods were not stored and/or shipped back to HELIRPO in accordance with the manufacturer’s or HELIRPO’s recommendations;

(e) the Goods are not normal HELIRPO stock items and have been procured by HELIRPO to meet a specific customer requirement;

(f) the Goods are not returned to HELIRPO’s nominated warehouse;

(g) the Goods have expired;

(h) the Goods are cold chain category products; or

(i) the Goods are no longer required because of the customer’s change of mind.

6.4. If it is determined that the customer was not entitled to return the Goods (for example, clause 6.3 applied in respect of the Goods), HELIRPO may charge a re-stocking fee (the greater of 25% of the cost of the Goods returned or $250) together with any other charges (including freight) incurred by HELIRPO in connection with such return. If a handling fee was charged at the time of the purchase of the Goods, the customer will not be entitled to a refund or credit of that handling fee.

7. DELIVERY AND RISK

7.1. The risk in the Goods shall pass to the customer immediately upon delivery or, where the customer is to arrange delivery, when the Goods are made available for collection by the customer or its carrier.

7.2. Any time stated for delivery is an estimate only. HELIRPO is not liable for any delay in delivery (howsoever caused), nor for any failure to deliver caused by the customer’s failure to provide HELIRPO with adequate delivery instructions or any other instructions relevant to the supply of the goods. Any such delay or failure does not give the customer a right to reject the goods. This sub-clause 7.2 is subject to any rights the customer may have under the Fijian Consumer Law.

8. TITLE

8.1. The property in Goods shall not pass from HELIRPO until the customer’s indebtedness to HELIRPO pursuant to any invoices from HELIRPO to the customer in relation to those Goods is paid in full. Until such payment in full is made the customer shall keep the Goods for and on behalf of HELIRPO in its capacity as a fiduciary and subject to these terms. HELIRPO authorises the customer to sell or use the Goods, in the ordinary course of the customer’s business, as HELIRPO’s fiduciary agent for the account of HELIRPO only. The proceeds of sale are the property of HELIRPO and the customer shall hold such proceeds for and on behalf of HELIRPO in a fiduciary capacity. The customer shall pay such proceeds of sale into a separate account for and on behalf of HELIRPO and shall keep separate records as to the Goods sold and as to the amounts received. This authority to sell and use the Goods is revoked immediately if a customer default occurs (as described below) or if HELIRPO revokes that authority in writing.

8.2. The customer shall ensure that the Goods are stored in such a way that they do not become spoilt or damaged, are clearly identifiable as the property of HELIRPO and are not intermingled with the property of the customer or of any other person. The customer shall not in any way alter or treat the Goods so as to change the quality or nature in any way so that they can not be distinguished until such time as full payment has been made as aforesaid. The customer shall notify HELIRPO in writing of any intended sale of the customer’s business, which includes or purports to include the Goods as part of the customer’s property. Until payment to HELIRPO in full, the customer shall grant any security interest over, lease, assign or otherwise deal with the Goods, except as permitted by these Terms or with the written consent of HELIRPO.

9. PERSONAL PROPERTY SECURITIES

9.1. The customer acknowledges that these Terms constitute a security agreement which creates a security interest.

10. ACCOUNT LIMITS (FOR TRADING ACCOUNTS)

(a) Normally HELIRPO will allow the customer to purchase and continue to purchase Goods as long as the total of the customer’s account does not exceed the customer’s pre-approved account limit (if applicable).

(b) HELIRPO may require further trade references or reports from the customer from time to time and additional information if the customer applies to increase its account limit.

(c) HELIRPO may increase or decrease the customer’s account limit (if any) at its absolute discretion without notice to the customer.

(d) The customer agrees that it will, on HELIRPO’s request, also provide HELIRPO further supporting documentation for the purpose of assessing the customer’s credit worthiness.

(e) In no circumstances is HELIRPO obliged to approve any application for credit or an increase in the limit of the customer’s account.

11. CUSTOMER DEFAULT

11.1. If:

(a) the customer breaches any provision of these Terms (or any other agreement with HELIRPO) and this constitutes a material breach;

(b) the customer suffers any bankruptcy or insolvency event (including the appointment of any liquidator, receiver, administrator or similar officer in respect of the customer or any of its assets; any resolution being passed, proceedings filed or order made for the liquidation, receivership, administration, bankruptcy, winding-up or dissolution of the customer; the customer entering into any compromise or arrangement with its creditors; or any analogous event under the laws of any applicable jurisdiction); or

(c) any event occurs, or information becomes known to HELIRPO which, in HELIRPO’s opinion, might materially affect the customer’s creditworthiness or the customer’s ability or willingness to comply with its obligations under these Terms (or any other agreement with HELIRPO),

then without limiting any other right or remedy HELIRPO may have, HELIRPO may at any time without notice:

(a) suspend or terminate any or all existing and future contracts with the customer for the supply of Goods; or

(b) suspend, cancel or vary any credit terms by notice to the customer and require immediate payment of any or all amounts outstanding.

11.2. The customer will pay on demand all costs (including legal costs on a solicitor/client basis) incurred by HELIRPO in connection with any default by the customer, any recovery or attempted recovery of any amount owed by the customer, or any other enforcement action taken by HELIRPO in connection with these Terms.

12. HANDLING

12.1. The customer shall pay the cost of any freight and or handling costs associated with the delivery of items.

13. LIABILITY

13.1. To the maximum extent permitted by law, including the Fiji Consumer Law, HELIRPO’s liability for any defect in the goods or their supply or related services (including any breach of warranty) is limited, at HELIRPO’s option:

(a) in respect of Goods, to repairing or replacing the Goods (or supplying equivalent goods) or paying the cost of repairing or replacing the Goods or supplying equivalent goods; and

(b) in respect of related services, to supplying the services again or payment of the cost of having the services supplied again.
13.2. HELIRPO will not in any circumstances be liable for any consequential, special or indirect loss or damage or for any loss of profit, savings or goodwill.

14. FORCE MAJEURE

14.1. HELIRPO will not be liable, and the customer will not be entitled to cancel any purchase order, for any delay or failure by HELIRPO to perform its obligations under these Terms caused by any event or circumstance beyond HELIRPO’s reasonable control (including fire, accident, earthquake, flood, drought, crime, war, blockade, civil commotion, epidemic, pandemic or outbreaks, medical or other health emergency, strike, lockout or labour dispute, shortage of fuel, power or raw material, inability to procure stock or transport, or acts or omissions by regulatory authorities).

15 WEBSITE AVAILABILITY

15.1 HELIRPO does not warrant that the Website will be available at any time. Customers acknowledge that the Website may be unavailable for a number of reasons, including due to matters beyond HELIRPO’s control, and shall hold HELIRPO harmless in respect of any claims arising there from. HELIRPO does not warrant that customers’ access to the Website will meet any particular performance criteria unless otherwise separately agreed in writing.

15.2 The information, software, products, and services included in or available through the Website may include inaccuracies or typographical errors. HELIRPO reserve the right to correct errors on the Website. HELIRPO can refuse to honour, not accept and cancel your order due to errors in pricing, product availability, product images, product descriptions, and general errors.

16. MISCELLANEOUS

16.1. Nothing contained in these terms and conditions shall exclude or modify the application of any condition, warranty or liability which is imposed by the provisions of any relevant legislation, including the Fijian Consumer Law, to the extent to which any such conditions, warranties or liabilities cannot lawfully be excluded.

16.2 These Terms constitute the entire agreement between the parties for the supply of the Goods and supersede and exclude any representation, agreement, arrangement or correspondence on the matter, any terms or documents submitted by the customer and any terms implied by trade, custom, practice or course of dealing.

16.3 HELIRPO may assign any of its rights and obligations to any person. The customer may not assign any of its rights and obligations to any person without the prior written consent of HELIRPO (such consent will not be unreasonably withheld).

PARAMEDICAL, IN-COUNTRY AND INTERNATIONAL MEDEVAC SERVICESn Policy

CANCELLATIONS

Unless otherwise stated in writing or on the invoice supplied the following cancellation fees apply.

Advanced Bookings cancellation

Should client cancel the booking or contract:
Prior to 30 days
A coordination and administration fee of between US$300 and US$700 will be charged.
The amount is dependent on the nature of the services required.
30 to 20 days – 26% of the total fee charged
19 to 15 days – 37% of the total fee charged
14 to 5 days – 67% of the total fee charged
4 to 0 days – No refund applies.

Standby Services

Long term contract
The charge is a minimum of 4 months or remaining period of the contract if less than 4 months.

Ad-hoc /Short term
Must be paid in full – No refund

Emergency Bookings
Emergency booking engagement is confirmed either verbally or by text or email.
Once confirmed the following applies

Fiji in-Country booking
A coordination and administration fee of between US$200 and US$600 will be charged.
The amount is dependent on the nature of the services required.

International booking
A coordination and administration fee of between US$1,200 and US$6,000 will be charged.
The amount is dependent on the nature of the services required.
When we are ready to deploy, or the mission is in progress – no refund applies.

Medevac Jet
As per contract