Terms & Conditions
Terms & Conditions of Supply
1. Definitions
Business Day means a day other than Saturday, Sunday or a public holiday in Melbourne, Australia.
Contract means a contract for the supply of Goods and/or Services that is formed as described in clause 2.
Customer means the purchaser of Goods and/or Services, or any person acting on behalf of, or with the authority of, the purchaser.
Customer Portal means the customer portal available at www.originalengines.co/login.
Fluid Disposal Fee means a fee of AUD$100 (excluding GST), as amended from time to time by Original Engines Co.
Force Majeure Event means any event or circumstance beyond the reasonable control of a party, including strikes, lock outs, accidents, war, fire, flood, explosion, shortage of power, breakdown of plant or machinery, supply chain disruptions, act of God or any order or direction of any local, state or federal government, government authority or instrumentality.
Goods means goods supplied by Original Engines Co, including remanufactured engines and parts.
GST has the meaning given in A New Tax System, (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event means a party becoming bankrupt, insolvent, liquidated or wound up, having a controller, administrator, receiver, manager or similar insolvency administrator appointed to it or a substantial part of its assets or any event that has a substantially similar effect to these events.
Missing Tool Fee means a fee of $100 (excluding GST), as amended from time to time by Original Engines Co.
Original Engines Co means Corbindale Pty. Ltd. (ACN 007 393 393).
Original Engines Co Warranty means the warranty described in paragraph 1(a) of the Warranty Terms.
Services means any services Original Engines Co agrees to supply in connection with the supply of Goods, such as delivery services.
Tool means a Puma Tool or Panther Tool.
Unreturned Case Fee means a fee of $520 (excluding GST), as amended from time to time by Original Engines Co.
Warranty Terms means the warranty terms and conditions in Schedule 1.
2. Ordering
(a) To place an order for Goods and/or Services, the Customer must complete and submit the form titled ‘Engine Exchange Order Form’ (as amended from time to time) via the Customer Portal (Order Form).
(b) The Customer:
(i) must provide all information requested in the Order Form, including purchase order number; and
(ii) warrants that the information it provides in the Order Form is accurate, complete and up to date.
(c) By submitting an Order Form, the Customer is making an offer to purchase the Goods and/or Services from Original Engines Co. The Order Form is only accepted (Accepted Order), and a Contract formed, when the Customer has received an email from Original Engines Co with the estimated dispatch date of the Goods (Estimated Dispatch Date).
(d) Each Contract is subject to these terms and conditions.
(e) For the avoidance of doubt:
(i) any email acknowledging receipt of the Order Form is not an acceptance of the Order Form; and
(ii) the acceptance of Order Forms is subject to the availability of Goods and there is no obligation on Original Engines Co to accept an Order Form.
3. Delivery & Engine Exchange
3.1 Delivery
(a) Original Engines Co will deliver the Goods for Accepted Orders to the delivery address specified in the Order Form (or as otherwise agreed in writing) (Delivery Address).
(b) Delivery occurs when the Goods have been made available for unloading at the Delivery Address (Delivery).
(c) The Customer acknowledges and agrees that:
(i) Delivery is subject to a reasonable lead time;
(ii) Original Engines Co does not guarantee that the goods will be dispatched by the Estimated Dispatch Date; and
(iii) there may be delays to the Estimated Dispatch Date and Delivery.
(d) If Original Engines Co becomes aware of any likely delay to the Estimated Dispatch Date or Delivery, it will use reasonable endeavours to notify the Customer and give details the delay and its anticipated duration.
3.2 Engine exchange
(a) The Customer acknowledges and agrees that:
(i) it is a condition of supply of the Goods that, within 14 days of Delivery, the Customer make available for collection by Original Engines Co the engine(s) being replaced by the Goods (each, a Failed Engine);
(ii) it has obtained any required authorisation from the owner of the Failed Engine to provide it to Original Engines Co for repair/remanufacture;
(iii) the Customer must ensure that, as at the time of collection, the Failed Engine is:
(A) in its Original Engines Co shipping case;
(B) drained of all engine fluids;
(C) complete;
(D) if it is a Puma 2.2L or 3.2L engine, provided with its metal injector pump gear locking tool and water outlet (Puma Tool); and
(E) if it is a Panther BiTurbo 2.0L engine, provided with both its metal and plastic injector pump gear locking tool (Panther Tool).
(b) If the Customer fails to:
(i) provide the Failed Engine in its Original Engines Co shipping case, it will be charged the Unreturned Case Fee;
(ii) properly drain the Failed Engine of engine fluids prior to collection, it will be charged the Fluid Disposal Fee; or
(iii) provide a Tool, it will be charged the Missing Tool Fee.
4. Inspection & Installation
4.1 Inspection
(a) Upon Delivery, the Customer must immediately inspect all delivered Goods.
(b) If, during its inspection, the Customer identifies that the Goods have been damaged by Original Engines Co or its nominated transport provider or otherwise do not comply with the Accepted Order, it must notify Original Engines Co as soon as reasonably practicable and, in any event, within 1 Business Day after Delivery.
(c) If the Customer does not provide notice under clause 4.1(b), it will be deemed to have accepted the Goods, subject to:
(i) any condition that cannot be excluded by law; and
(ii) the Warranty Terms.
4.2 Installation
(a) The Customer is solely responsible for:
(i) re-stamping the Goods with their engine numbers;
(ii) ensuring the Goods are of the correct specification for the vehicle into which they will be installed;
(iii) installing or fitting the Goods; and
(iv) any loss or damage incurred in connection with the Customer’s failure to carry out its responsibilities under clauses 4.2(a)(i) – (iii) or its failure to do so with due skill, care and professionalism.
(b) To the extent that Original Engines Co provides any information in relation to the installation of the Goods, it is provided for reference only, and Original Engines Co will not be liable for any reliance on the information by the Customer.
5. Original Engines Co Warranty
(a) Original Engines Co provides the Original Engines Co Warranty with the Goods.
(b) Each party must comply with the Warranty Terms in respect of the Original Engines Co Warranty.
6. Price & Payment
6.1 Price
(a) The price for Goods and/or Services are:
(i) in respect of engines within their OEM warranty period, the prices published by Original Engines Co on the Customer Portal as at the date the Order Form is submitted; and
(ii) in respect of all other goods and services, as quoted by Original Engines Co upon request,
(Price).
(b) Unless otherwise specified, the Price includes the cost of transportation of the Goods.
(c) Original Engines Co may vary its prices from time to time, however, any such variation will not affect any Accepted Orders.
6.2 Payment
(a) The Customer must pay each valid tax invoice within 30 days of the end of the month in which it was received.
(b) If the Customer does not pay an invoice within this time, Original Engines Co may:
(i) charge interest on all overdue amounts at the rate fixed under the Penalty Interest Rates Act 1983 (Vic) from time to time, calculated daily from the day after the due date until the date of payment;
(ii) suspend delivery of Goods that are the subject of any Accepted Order from the Customer until payment is made in full; or
(iii) review and amend the terms of payment for future orders by the Customer.
(d) The Customer must reimburse Original Engines Co for all costs and expenses (including legal fees) incurred by Original Engines Co in enforcing its rights and in recovering any overdue amounts owing by the Customer, subject to Original Engines Co providing reasonable evidence to substantiate such costs and expenses.
6.3 GST
Unless otherwise specified, the Price and any other amounts under these terms and conditions exclude GST and any other applicable duties and taxes, which must be paid at the time payment is due.
7. Title & Risk
7.1 Goods
(a) The risk of loss or damage to the Goods will pass to the Customer upon Delivery.
(b) Title in Goods will not pass to the Customer until all amounts owing by the Customer to the Supplier for the Goods have been paid in full.
(c) The Customer acknowledges and agrees that:
(i) until title in the Products passes to the Customer in accordance with clause 7.1(b), Original Engines Co will have a security interest in all present and future Goods supplied to the Customer and any proceeds of the Goods;
(ii) it must do all things necessary to enable Original Engines Co to register its security interest (including as a purchase money security interest) on the Personal Property Securities Register and consents to such registration; and
(iii) Original Engines Co is not required to give any notice under the Personal Property Securities Act 2009 (Cth) (including a notice of verification statement) or comply with any of the provisions referred to in section 115(1) unless such obligation cannot be excluded.
7.2 Failed Engines
(a) Title in and the risk of loss or damage in the Failed Engine will pass to Original Engines Co upon collection.
(b) The Customer warrants that:
(i) the Failed Engine is free from any encumbrances or other liabilities; and
(ii) it has full title, capacity and authority to enter into the Contract and transfer ownership of the Failed Engine.
(c) For the avoidance of doubt, following the passing of title in the Failed Engine in accordance with clause 7.2(a), Original Engines Co may modify, dispose of or otherwise deal with the Failed Engine in its absolute discretion.
8. Confidentiality
(a) To the extent either party receives Confidential Information from the other, it must:
(i) maintain the confidentiality of that Confidential Information;(ii) only use the Confidential Information for the purpose of performing its obligations under the Contract;
(iii) not disclose the Confidential Information to any third party except to:
(A) its personnel (to the extent they have a need to know) and its legal and financial advisers who are bound by obligations of confidentiality; or
(B) comply with any applicable law or requirement of any government agency; and
(iv) upon request, return or destroy that Confidential Information.
(b) For the purpose of this clause 8, Confidential Information, in respect of a party, includes all its confidential business information, documents, records, financial information, reports, technical information, forecasts, intellectual property, know how, processes and procedures, information relating to its customers and suppliers but excludes any information in the public domain.
(c) This clause 8 survives termination or expiry of the Contract.
9. Liability
(a) To the fullest extent permitted by law, all terms, representations and warranties, which might be implied by law are excluded and:
(i) unless otherwise specified in the Warranty Terms, Original Engines Co’ liability for any claim whatsoever relating to the Goods and/or Services whether pursuant to contract, tort, statute law or otherwise is limited to the replacement of the Goods and/or resupply of the Services; and
(ii) Original Engines Co is not liable for any indirect or consequential losses or damages including, loss of profit, loss of opportunity, production losses or downtime.
(b) The Customer must indemnify Original Engines Co against any loss or damage (including reasonable legal costs) suffered or incurred arising from or in connection with any breach of a warranty provided by the Customer under these terms and conditions.
10. Termination
Either party may terminate the Contract if the other party:
(a) suffers an Insolvency Event; or
(b) breaches any of these terms and conditions and fails to remedy the breach within 20 Business Days of a notice specifying the breach and requiring it be remedied.
11. Forced Majeure Event
(a) If a party is prevented from or delayed in performing an obligation under this Agreement (other than an obligation to pay money) by a Force Majeure Event, then the obligation is suspended during, but for no longer than, the period the Force Majeure Event continues.
(b) The party that is prevented from or delayed in performing the obligation must promptly notify the other party of its inability to perform the obligation due to the Force Majeure Event.
12. General
(a) Original Engines Co may subcontract its obligations under these terms and conditions Contract at its discretion, and will remain liable for the acts and omissions of its subcontractors as if they are the acts and omissions of Original Engines Co.
(b) All notices, consents, agreements and other communications given or required under these terms and conditions (notices) must be in writing, signed by the sender (which may be an email signature), and marked for the attention of the recipient or any other person last notified by the recipient.
(c) A notice is deemed to be received:
(i) if hand delivered, at the time of delivery;
(ii) if sent by post, three Business Days after posting; or
(iii) if sent by email, at the time shown on the sender’s email record, unless the sender receives a failed delivery message, in which case the notice is deemed to not be received.
(d) Original Engines Co may vary these terms and conditions from time to time, provided that any variation will not affect any Accepted Orders (unless otherwise agreed by the parties in writing). Please check the terms and conditions regularly for any updates.
(e) A waiver of a right, power or remedy must be signed by the party giving it and cannot be implied by conduct, delay or failure to act.
(f) If a part of these terms and conditions is or becomes invalid or unenforceable, it is severed in the relevant jurisdiction but only to the extent it is invalid or unenforceable.
(g) These terms and conditions constitute the entire agreement between the parties and supersedes all previous understandings and agreements between them relating to its subject matter. The Contract applies to the exclusion of any other terms, including any terms attached to a purchase order provided by the Customer.
(h) These terms and conditions does not create a partnership, joint venture, employment or agency relationship between the parties. Nothing in the Contract gives a party authority to bind the other party in any way.
(i) These terms and conditions may be agreed electronically.
(j) These terms and conditions are governed by the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction in that state.
(k) In this agreement, unless specified otherwise:
(i) words such as “include”, “including”, “for example”, “such as” or similar expressions do not limit the words preceding them;
(ii) a reference to a “person” includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and government agency (whether or not having a separate legal personality); and
(iii) a reference to legislation or a document (including this agreement) includes all amendments or supplements to, or replacements of, it.
Warranty Terms & Conditions
1. Overview
(a) Original Engines Co warrants that the Goods will be free from defects in materials and workmanship for a period of 24 months or 50,000 kilometres, whichever comes first, from the date of the tax invoice issued by Original Engines Co for the Goods – except where the Customer is advised otherwise (Original Engines Co Warranty), subject to the terms and conditions set out below.
(b) The benefits to you, as the Customer (and not any third party, such as the end user of the Goods), given by this warranty are in addition to any other non-excludable rights and remedies under applicable laws in relation to the Goods.
(c) A list of remanufactured engines Original Engines Co supplies on an exchange service basis is outlined in Appendix A.
(d) Capitalised terms not defined in these terms and conditions have the meaning given to the Original Engines Co Terms and Conditions of Supply.
(e) No agent or sales representative of Original Engines Co has the authority to modify these terms and conditions.
2. Remedy under the Original Engines Co Warranty
If there is a failure under the Original Engines Co Warranty, the Customer will be entitled, at Original Engine’s election, to a replacement of the Goods, repair of the Goods to the functional condition existing immediately prior to the failure or the reasonable cost of such replacement or repair.
3. Exclusions to the Original Engines Co Warranty
The Original Engines Co Warranty does not apply to:
(a) special buy-ins, second hand items or consumables, including lubricants, sealants, filters, glow plugs and thermostats;
(b) defects caused by Customer or any third party, including the end user of the Goods, including defects caused by operating the Goods with unsuitable or inadequate lubricant or coolant, over or under fuelling, over-speeding, lack of proper maintenance of the fuel injection, cooling, lubrication, air intake and exhaust systems; improper storage, starting, warm-up, run-in or shutdown procedures; the continued operation of the engine after the first sign of a malfunction; or failure to follow engine fitting procedures and operations, maintenance and repair procedures contained in the engine manufacturer’s published workshop, operation and maintenance manuals; this includes Original Equipment Manufacturer (OEM) recommended service schedules;
(c) defects caused by alteration or misapplication of parts fitted to the Goods e.g., fuel and coolant ancillary components fitted by the Customer; fuel and coolant system defects;
(d) defects or failures resulting from fitting parts which, based on the information provided by Original Engines Co, were incorrectly identified and supplied by the OEM, a dealer or other third party repairer;
(e) defects caused due to the parts being used in engines modified for competition and/or high-performance purposes;
(f) failure of, or damage to, components that are not caused by a failure in the Goods;
(g) defects caused by installation or repair by unauthorised or unqualified personnel; and
(h) parts which have had their trade mark, name or manufacturing number removed,
(together the Warranty Exclusions).
4. Procedure for claiming on warranty
(a) To make a claim under the Original Engines Co Warranty, the Customer must:
(i) immediately cease and not undertake any work or rectifications in respect of the Goods until advised in writing by Original Engines Co;
(ii) complete the warranty claim form through the Customer Portal and provide any other information reasonably requested, including:
(A) evidence of purchase of the Goods;
(B) adherence to assembly, operation, maintenance and repair procedures contained in the OEM’s published workshop, operation and maintenance manuals;
(C) manner of use of the Goods; and
(D) circumstances of the failure of the Goods; and
(iii) upon request, deliver the Goods to Original Engines Co or make the Goods available for inspection or collection by Original Engines Co or a third party it nominates.
(b) All expenses and losses associated with the claimed issue and lodging a warranty claim under warranty are to be borne by the Customer (subject to paragraph 5(b)(ii)).
5. Claim assessment and outcome
(a) In assessing the claim, Original Engines Co is entitled to:
(i) conduct any inspection, analysis and testing of the Goods as it determines; and
(ii) send the Goods to a third party of its choosing (including overseas) for failure analysis and reporting.
(b) If, following assessment of the claim and Goods, Original Engines Co is satisfied that the issue with the Goods is due to a defect in the materials or workmanship supplied by Original Engines Co, and no other reason, including any matter described in the Warranty Exclusions, Original Engines Co will notify the Customer that the warranty claim has been accepted and:
(i) arrange for a remedy to be provided in accordance with paragraph 2; and
(ii) reimburse the Customer for the following costs:
(A) the cost of any part Original Engines Co is unable to supply at its OEM warranty price;
(B) labour costs at the dealership warranty rates based on the OEM standard labour repair time; and
(C) transport costs to the extent the vehicle in which the Goods have been installed cannot be driven (or not driven safely) due to the defect covered by the Original Engines Co Warranty, provided that the costs are reasonable and the Customer provides evidence to substantiate the costs have been incurred.
(c) The Customer acknowledges and agrees that Original Engines Co may reject a warranty claim if the Customer fails to comply with these terms and conditions, including the claims procedure set out in paragraph 4.
(d) If, following the assessment of the claim and Goods, Original Engines Co determines that the issue with the Goods is not due to a defect in the materials or workmanship supplied by Original Engines Co, the Customer acknowledges a fee subject to the materials and workmanship provided as part of the claim.
6. Customer Responsibilities
The Customer must:
(a) notify Original Engines Co before undertaking any repairs to Goods in respect of which it has lodged a claim under the Original Engines Co Warranty;
(b) allow Original Engines Co the opportunity to supply replacement parts when making repairs to Goods the subject of a claim under the Original Engines Co Warranty;
(c) not make any false or misleading representation to any person (including the end user of the Goods) in respect of the Original Engines Co Warranty or these terms and conditions;
(d) not provide Original Engines Co with any personal information (as that term is defined in the Privacy Act 1988 (Cth)) of the end user of the Goods;
(e) procure all relevant information from, and handle all communications with, the end user of the Goods in connection with any claim under the Original Engines Co Warranty; and
(f) upon becoming aware of any issue with the Goods, which may give rise to a claim under the Original Engines Co Warranty, procure the end user of the Goods to cease using the Goods as soon as reasonably practicable.
7. Appendix A
Exchange Service Engines
Model | Variant |
PUMA | 3.2 Lt |
PUMA | 2.2 Lt |
PANTHER ECOBLUE C BI TURBO | 2.0 Lt |
COYOTE V8 | 5.0 Lt |
