1. Acceptance
1.1. Any instructions received by the contractor from the client for the supply of goods/services and/or the client’s acceptance of goods/services supplied by the contractor shall constitute acceptance of the terms and conditions contained herein.
1.2. Where more than one client has entered into this agreement, the clients shall be jointly and severally liable for all payments of the price.
1.3. Upon acceptance of these terms and conditions by the client the terms and conditions are binding and can only be amended with the written consent of the contractor.
1.4. The client shall give the contractor not less than fourteen (14) days prior written notice of any proposed change of ownership of the client or any change in the client’s name and/or any other change in the client’s details (e.g. address). The client shall be liable for any loss incurred by the contractor as a result of the client’s failure to comply with this clause.
2. Price and Payment
2.1. At the contractor’s sole discretion, the price shall be either: (a) as indicated on invoices provided by the contractor to the client in respect of goods/services supplied; or (b) the contractor’s quoted price (subject to clause 2.2) which shall be binding upon the contractor provided that the client shall accept the contractor’s quotation in writing within thirty (30) days.
2.2. The contractor reserves the right to change the price in the event of a variation to the contractor’s quotation.
2.3. Payment will be made by direct credit or by any other method as agreed to between the client and the contractor.
2.4. GST and other taxes and duties that may be applicable shall be added to the price except when they are expressly included in the price.
3. Delivery of Goods / Services
3.1. Delivery of the Goods shall take place when the client takes possession of the goods at the client’s nominated address. At this point all risk for the goods passes to the client on delivery.
3.2. At the contractor’s sole discretion, the costs of delivery are: (a) included in the price; or (b) in addition to the price.
3.3. Delivery of the goods to a third party nominated by the client is deemed to be delivered to the client for the purposes of this agreement.
3.4. The contractor may deliver the goods/services by separate installments (visits). Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
3.5. If any fixtures, fittings, or materials are supplied by the client all care will be taken but will be stored, handled and installed only at the risk of the client.
4. Risk
4.1. If any of the goods are damaged or destroyed following delivery but prior to ownership passing to the client, the contractor is entitled to receive all insurance proceeds payable for the goods.
4.2. The contractor shall not be held responsible for any damage to the goods caused by outside agents. Where the client requests the contractor to repair such damage then the contractor reserves the right to charge the client for any costs incurred in rectifying such damage.
5. Title
5.1. The contractor and client agree that ownership of the goods shall not pass until: (a) the client has paid the contractor all amounts owing for the goods/service; and (b) the client has met all other obligations due by the client to the contractor in respect of all contracts between them.
5.2. Receipt by the contractor of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared, or recognised and until then the contractor’s ownership or rights in respect of the goods shall continue.
6. Defects with Stock or Installation
6.1. The contractor is not liable for a defect caused by third parties e.g. manufacturing issues or defects caused onsite by anyone who isn’t the contractor. Although, the contractor can assist in finding a replacement or warranty for stock supplied.
6.2. The client shall afford the contractor an opportunity to inspect the goods/installation within a reasonable time following delivery if the client believes the goods/installation are defective in any way. If the client shall fail to comply with these provisions the goods shall be presumed to be free from any defect or damage.
6.3. For defective goods, which the contractor has agreed in writing that the client is entitled to reject, the contractor’s liability is limited to either (at the contractor’s discretion) replacing the goods or repairing the goods.
6.4. Should the contractor in the course of any work authorised, discover any defect in any part of the premises or the existing installation, the contractor shall be entitled to suspend work in the job. The contractor shall immediately notify the client thereof and submit the price of such additional work and if the client shall fail to sign authority for the contractor to carry out the same this contract shall be deemed at an end and the contractor shall be entitled to payment for all work done and materials used to date of suspension.
6.5. The contractor shall not be liable for any loss or damage resulting from insufficient or defective foundations, walls or other structure not erected by the contractor.
6.6. Goods will not be accepted for return other than in accordance with the above.
7. Warranty
7.1. Subject to the conditions of warranty set out in clause 8.2 the contractor warrants that if any defect in any workmanship of the contractor becomes apparent and is reported to the contractor within twelve (12) months of the date of delivery then the contractor will either (at the contractor’s sole discretion) replace or remedy the workmanship.
7.2. The conditions applicable to the warranty given by clause 8.1 are:
(a) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) Failure on the part of the client to properly maintain any goods; or
(ii) Failure on the part of the client to follow any instructions or guidelines provided by the contractor; or
(iii) Any use of any goods otherwise than for any application specified on a quote or order form; or
(iv) The continued use of any goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) Fair wear and tear, any accident or act of God.
(b) The warranty shall cease and the contractor shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the contractor’s consent.
(c) In respect of all claims the contractor shall not be liable to compensate the client for any delay in either replacing or remedying the workmanship or in properly assessing the client’s claim.
7.3. For goods not manufactured by the contractor, the warranty shall be the current warranty provided by the manufacturer of the goods. The contractor shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the goods.
8. Intellectual Property
8.1. Where the contractor has designed, drawn or written goods for the client, then the copyright in those designs and drawings and documents shall remain vested in the contractor, and shall only be used by the client at the contractor’s discretion.
9. Cancellation
9.1. The contractor may cancel any contract to which these terms and conditions apply or cancel the delivery of goods/service at any time before the service has begun or the goods are delivered by giving written notice to the client. On giving such notice the contractor shall repay to the client any sums paid in respect of the price. The contractor shall not be liable for any loss or damage whatever arising from such cancellation.
9.2. In the event that the client cancels delivery of goods/service the client shall be liable for any loss incurred by the contractor (including, but not limited to, any loss of profits) up to the time of cancellation.
10. General
10.1. 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.
10.2. These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland and are subject to the jurisdiction of the courts of Queensland.
10.3. The contractor shall be under no liability whatsoever to the client for any indirect loss and/or expense (including loss of profit) suffered by the client arising out of a breach by the contractor of these terms and conditions.
10.4. In the event of any breach of this contract by the contractor the remedies of the client shall be limited to damages which under no circumstances shall exceed the price of the goods/service.
10.5. The client shall not be entitled to set off against or deduct from the price any sums owed or claimed to be owed to the client by the contractor.
10.6. The contractor may license or sub-contract all or any part of its rights and obligations without the client’s consent.
10.7. The client agrees that the contractor may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the contractor notifies the client of such change.
10.8. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
10.9. The failure by the contractor to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the contractor’s right to subsequently enforce that provision.
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