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Terms and Conditions

1. PARTIES: The Supplier is Allvent Pty Ltd (ACN 182 763 642)
2. DEFINITIONS
2.1. The Supplier is Allvent Pty Ltd (ACN 182 763 642) of 62 Enterprise Drive Beresfield
NSW 2322.
2.2. The Customer is the party or any person acting on behalf of and with the authority of
the Customer that the Order is provided for.
2.3. The Guarantor is the person(s), or entity, who agrees to be liable for the debts of
the Customer.
2.4. The Order shall be defined as any request for the provision of Goods and/or Services
by the Customer with the Supplier which has been accepted by the Supplier.
2.5. The Goods are the air conditioning, fire protection, electrical and/or components and/
or equipment provided by the Supplier.
2.6. The Services are all the delivery and/or supply of Goods by the Supplier, including any
advice or recommendations.
2.7. The Price is the amount invoiced for Goods supplied.
2.8. Indirect, Special or Consequential loss or damage includes i) any loss of income profit
or business; ii) any loss of good will or reputation; iii) any loss of value of intellectual
property.
2.9. Invoices include invoices for Goods supplied provided, or both.
2.10. Major failure is Goods that are unsafe and/or substantially unfit for normal purpose
and cannot reasonably be made fit within a reasonable time.
2.11. Security Interest as defined in Section 12 of the Personal Property Securities Act 2009
(Cth).
2.12. “Security Agreement”, “Commingled Goods”, “Collateral”, “Financing Statement”,
“Financing Change Statement” is defined under Section 10 of the Personal Property
Securities Act 2009 (Cth).
3. GENERAL
3.1. These Terms and Conditions together with the Supplier’s Credit Application Form and
the Supplier’s written or verbal quotation form this Agreement.
3.2. Any Order requested by the Customer is deemed to be an Order incorporating these
Terms and Conditions and may not be varied unless expressly agreed to by the
Supplier in writing. In the event that an inconsistency exists and/or arises between
these terms and the Order it is acknowledged between the parties that these Terms
and Conditions will prevail.
3.3. No subsequent correspondence or document or discussion shall modify or otherwise
vary these Terms and Conditions unless such variation is in writing and signed by the
Supplier.
3.4. The Terms and Conditions are binding on the Customer, his heirs, assignees,
executors, trustees and where applicable, any liquidator, receiver or administrator.
3.5. In these Terms and Conditions, the singular shall include the plural, the masculine
shall include feminine and neuter and words importing persons shall apply to
corporations.
3.6. Where more than one Customer completes this Agreement each shall be liable
jointly and severally.
3.7. 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 and the offending provision
shall be deemed as severed from these Terms and Conditions.
3.8. The Supplier may license or sub-contract all or any part of its rights and
obligations without the Customer’s consent but the Supplier acknowledges that it
remains at all times liable to the Customer.
3.9. The failure by the Supplier to enforce any provision of these Terms and Conditions
shall not be treated as a waiver of that provision, nor shall it affect the Supplier’s right
to subsequently enforce that provision.
3.10. The Customer acknowledges that the Supplier may detail these Terms and Conditions
on its website. In this event, the Terms and Conditions on the Supplier’s website shall
apply to any future dealings as between the parties and the Customer is deemed to
have notice of any such Terms and Conditions and/or amendments.
3.11. The Supplier is not liable to provide any insurance cover for the Goods. It is the
Customer’s responsibility to effect whatever insurance cover he requires at his own
expense.
3.12. This Agreement is deemed to be made in the State of New South Wales and all
disputes hereunder shall be determined by the appropriate courts of New South
Wales.
3.13. Nothing in these Terms and Conditions is intended to have the effect of contravening
any applicable provisions of the Competition And Consumer Act 2010 or the Fair
Trading Acts in each of the States and Territories of Australia.
4. PLACEMENT OF ORDERS
4.1. Orders placed by the Customer with the Supplier will be considered valid when placing
the Order verbally and/or in writing.
4.2. Any written Quotation given by the Supplier shall expire thirty (30) days after the
date of the written quotation.
4.3. All prices are based on taxes and statutory charges current at the time of
the Quotation. Should these vary during the period from the date of the Quotation to
the date of the invoice, the difference will become the responsibility of the Customer
and the Customer will be invoiced for the extra charge by the Supplier.
5. PRICE
5.1. At the Supplier’s sole discretion the Price shall be either as detailed on invoices
provided by the Supplier to the Customer in respect of Goods supplied, or the
Supplier’s quoted Price as for the Order (subject to clause 5.2).
5.2. The Supplier reserves the right to change the Price in the event of a variation to the
Supplier’s Order, and notice will be provided in writing by the Supplier within a
reasonable time.
6. SUPPLY AND DELIVERY OF GOODS
6.1. The Supplier reserves their right to decline requests for any Goods requested by the
Customer, or cancel or postpone the delivery of Goods at their discretion.
6.2. Delivery of the Goods shall be deemed to be complete when the Goods are
collected by the Customer or are delivered to the Customer or to the carrier as nomi
nated by the Supplier and/or Customer.
6.3. If the Customer fails to make all arrangements necessary to take delivery of the
Goods the Customer shall, at the discretion of the Supplier, be liable for a $33.00 Non
Delivery Fee and the Supplier shall be entitled, also at its discretion, to charge a
reasonable fee for redelivery and storage.
6.4. Unless specified by the Supplier to the contrary in the Order, the Supplier does not
warrant that it will be capable of providing the Goods at specific times requested by
the Customer during the term of this Agreement.
6.5. Subject to otherwise complying with its obligations under this Agreement, the Supplier
shall exercise its independent discretion as to its most appropriate and effective
manner of providing the Goods and of satisfying the Customer’s expectations of those
Goods.
6.6. In the discharge of its duties, the Supplier shall comply with all reasonable directions
of the Customer as to the nature and scope of the Goods to be provided.
6.7. Nothing in the above clause shall effect the Supplier’s right to exercise its own
judgment and to utilise its skills as it considers most appropriate in order to achieve
compliance with the said resolutions, regulations and directions or otherwise with its
obligations under this Agreement.
6.8. The Supplier may agree to provide, on request from the Customer, additional Goods
not included or specifically excluded in the Quotation/Order. In this event, the Supplier
shall be entitled to make an additional charge. Additional Goods includes, but is not
limited to, alterations, amendments, and any additional visits by the Supplier after
provision of the Goods at the request of the Customer.
7. PAYMENT AND CREDIT POLICY
7.1. Payments made by credit card will attract a one per centum (1%) surcharge for Visa
and/or MasterCard and American Express and Diners Cards not accepted.
7.2. Non-Account customers must make full payment of the Price before the delivery of the
Goods.
7.3. Account customers must make full payment to the Supplier within thirty (30) days from
7.4. Credit will only be granted at the sole discretion of the Supplier and upon submission
of a completed Credit Application Form.
7.5. Any credit granted may be revised by the Supplier at any time and at its discretion.
7.6. The Supplier reserves the right to withdraw any credit facility upon any breach by the
Customer of these Terms of Conditions or upon the Customer ceasing to trade and/or
being subject to any legal proceedings and/or the Customer committing an act of
insolvency.
7.7. The Customer agrees that upon such withdrawal, any and all monies owing on the
account shall become immediately due and payable.
8. GOODS AND SERVICES TAX
8.1. GST refers to Goods and Services tax under the Goods and Services Act 1999 (“GST
Act”) and terms used herein have the meanings contained within the GST Act.
8.2. It is hereby agreed between the Customer and the Supplier that the consideration for
the Supplier expressed in this Agreement is exclusive of the Supplier’s liability of GST.
8.3. On sale, the Customer will pay to the Supplier, in addition to the total purchase Price,
the amount payable by the Supplier of GST on the taxable supply made by the
Supplier under this Agreement and the Supplier shall deliver to the Customer a Tax
Invoice for the supply in a form which complies with the GST Act and Regulations.
9. DISHONOUR OF CHEQUE
9.1. If any cheque issued by the Customer or by any third party in payment of the Price is
dishonoured the Supplier may refuse to supply any further Goods until satisfactory
payment is received in full, including bank fees and charges.
9.2. The Supplier is entitled to treat the dishonour of the Customer’s cheque as a
repudiation of this Agreement and to elect between terminating this Agreement or
affirming this Agreement, and in each case claiming and recovering compensation for
loss or damage suffered from the Customer.
9.3. The Customer may be liable for a dishonoured cheque fee of $40.00.
10. DEFAULT
10.1. Invoices issued by the Supplier shall be due and payable before the provision of
Goods for Non-Account Customers, and invoices issued by the Supplier shall be due
and payable within thirty (30) days from the end of month on the invoices for Account
Customers (“Default Date”) depending on terms agreed with the Supplier. Without
prejudice to any other rights of the Supplier, the Customer may be charged account
keeping fees of $25.00 monthly on any payment in arrears.
10.2. If the Supplier does not receive the Outstanding Balance for the Price on or before the
Default Date, the Supplier may, without prejudice to any other remedy it may have,
forward the Customer’s outstanding account to a debt collection agency for further
action. The Customer acknowledges and agrees that:
10.2.1. After the Default Date, the Outstanding Balance shall include, but not limited to, all
applicable fees and charges under this Agreement;
10.2.2. The Supplier may, in its discretion, calculate interest at the rate of two per centum
(2%) higher than the rate for the time being fixed from time to time under Section 100
of the Civil Procedure Act 2005 (NSW) for all monies due by Customer to the Supplier.
10.2.3. In the event of the Customer being in default of the obligation to pay and the overdue
account is then referred to a debt collection and/or law firm for collection and the
agency charges commission on a contingency basis the Customer shall be liable to
pay as a liquidated debt, the commission payable by the Supplier to the agency, fixed
at the rate charged by the agency from time to time as if the agency has achieved one
hundred per cent recovery and the following formula shall apply:
Original Debt x 100
Commission = 100 – Commission % charged by the agency (including GST)
10.2.4. In the event the agency is Prushka Fast Debt Recovery the applicable commission
rate for the amount unpaid is as detailed on www.prushka.com.au.
10.2.5. In the event where the Supplier or the Supplier’s agency refers the overdue account to
a lawyer the Customer shall also pay as a liquidated debt the charges reasonably
made or claimed by the lawyer on the indemnity basis
11. RISK AND LIABILITY
11.1. The Customer will ensure when placing Orders that there is sufficient information to
enable the Supplier to execute the Order.
11.2. The Supplier takes no responsibility if the specifications are wrong or inaccurate and
the Customer will be liable in that event for the expenses incurred by the Supplier for
any work required to rectify the Order.
11.3. The Customer is responsible for ensuring that the Supplier is made aware of any
special requirements pertaining to the Order and the Supplier relies upon the integrity
of the information supplied to it.
11.4. The Supplier takes no responsibility and will not be liable for any damages or costs
resulting in the Goods being faulty as a consequence of insufficient information
provided by the Customer.
11.5. The Supplier takes no responsibility for representations made in relation to the Goods
or any delay in the delivery of the Goods made by a third party or third party
manufacturer.
11.6. The Customer acknowledges that the Supplier shall not be liable for and the Customer
releases the Supplier from any claims in respect of faulty or defective design of any
Goods supplied and/or any loss incurred as a result of delay, or failure to provide the
Goods or to observe any of these conditions due to an event of force majeure, being
any cause or circumstance beyond the Supplier’s reasonable control.
11.7. The Supplier does not represent that it will carry out any Services and/or provide
and/or deliver any Goods unless it is included in the Quote.
11.8. The Customer accepts risk in relation to the Goods when the Goods pass to his care
and/or control.
12. RETURNS
12.1. The Customer may accept the return Goods not subject to a warranty claim under
Clause 13 for credit and/or replacement if the Goods are defective or not supplied in
accordance with the Order and/or Quote and/or these Terms and Conditions.
12.2. The Customer shall notify the Supplier within seven (7) days from the date of delivery
and forward the tax invoice(s) provided by the Supplier for the Goods which are the
subject of the return and permit the Supplier to inspect the Goods (within a reasonable
time) after notification.
12.3. The Customer shall only return Goods if the Supplier agrees to accept the return of
the Goods and the Supplier may apply a restocking fee of twenty per centum (20%) of
the Price on the Goods returned.
13. WARRANTY
13.1. The Supplier warrants that the rights and remedies to the Customer in this Agreement
for warranty against defects are in addition to other rights and remedies of the
Customer under any applicable Law in relation to the goods and services to which the
warranty relates.
Warranty for Goods
13.2. The warranty for Goods supplied shall be the current warranty provided by the
manufacturer of the Goods. The Supplier 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. The Supplier will use its best endeavours to assist the
Customer with any claim with respect of the Goods.
13.3. The Customer continues to be responsible for all amounts owing to the Supplier in the
event that any Goods are supplied on the basis that a manufacturer’s warranty is in
place and it subsequently becomes known to the parties that the warranty is void or
inapplicable.
13.4. The Supplier warrants: Our goods come with guarantees that cannot be excluded
under the Australian Consumer Law. You are entitled to a replacement or refund for a
major failure and compensation for any other reasonably foreseeable loss or damage.
You are also entitled to have the Goods repaired or replace if the Goods fail to be of
acceptable quality and the failure does not amount to a major failure.
13.5. Warranty for Goods shall only cover the cost of Goods. The Customer acknowledges
that additional costs incurred, such as labour and/or freight, must be borne by the
Customer.
Claims made under Warranty
13.6. Subject to clause 13.2 of this Agreement, the Customer must send the claim in writing
together with proof of purchase to the Supplier’s business address stated in clause 2.1
13.7. Goods where a claim is made are to be returned to the Supplier or are to be left
state and conditions in which they were delivered until such time as the Supplier
Agent has inspected the Goods. Such inspection is to be carried out wit
reasonable time after notification.
14. RETENTION OF TITLE
14.1. While the risk in Goods shall pass on delivery and/or supply (including all risks
associated with unloading), legal and equitable title in the Goods shall remain wit
Supplier until full payment of all Goods supplied by the Supplier to the Customer
made. Pending such payment the Customer:
14.1.1. Shall hold the Goods as Bailee for the Supplier and shall return the Goods to the
Supplier if so requested.
14.1.2. Agrees to hold the Goods at the Customer’s own risk and is liable to compensate
Supplier for all loss or damage sustained to the Goods whilst they are in the
Customer’s possession.
14.1.3. The Customer should store the Goods separately and in such a manner that it is
clearly identified as the property of the Supplier and keep the Goods insured to fu
replacement value.
14.1.4. The Customer must not allow any person to have or acquire Security Interest in th
Goods whilst the Goods are in the Customer’s possession.
14.1.5. The Customer may sell and/or use the Goods in the ordinary course of business.
14.1.6. If the Goods are resold before all monies are paid to the Supplier, the Customer s
hold the proceeds of sale in a separate identifiable account on trust for the Suppli
and promptly account the Supplier for those proceeds in payment of the Price for
Goods.
14.2. The Supplier is authorised to enter the Premises or the premises where the Custo
stores the Goods without liability for trespass or any resulting damage in retaking
possession of the Goods until the accounts owed to the Supplier by the Custome
fully paid.
14.3. Notwithstanding the provisions above, the Supplier shall be entitled to issue legal
proceedings to recover the Price of the Goods.
15. PERSONAL PROPERTY SECURITIES ACT 2009 (CTH) (“PPSA”)
15.1. The Customer acknowledges that these Terms and Conditions will constit
Security Agreement which creates a Security Interest in favour of the Supplier ov
present and after acquired Goods and/or Services supplied by the Supplier t
Customer to secure the payment of the Price or any other amount owing unde
agreement from time to time including future advances.
15.2. The Customer acknowledges that by accepting these Terms and Conditions a
virtue of the retention of title clause as provided for in Clause 13, the Security In
is a Purchase Money Security Interest (“PMSI”) as defined under Section 14
PPSA for all present, after acquired Goods and/or Services including any Commi
Goods.
15.3. The Security Interest will continue to apply as an interest in the Collateral fo
purposes of PPSA with priority over registered or unregistered Security Interest.
15.4. The Supplier may register the Security Interest as PMSI on the Personal Pro
Securities Register (“PPSR”) under the PPSA without providing further notice
Customer.
15.5. The Customer agrees the Supplier is not required to disclose information pertain
the Supplier’s Security Interest to an interest party unless required to do pursu
PPSA or under the general law.
15.6. The Customer agrees and undertakes:
15.6.1. To sign any documents and/or provide further information reasonably required b
Supplier to register Financing Statement or Financing Change Statement o
PPSR;
15.6.2. To indemnify the Supplier for all expenses and/or costs incurred by the Supp
registering a Financing Statement or Financing Change Statement on PPSR inc
the costs of amending, maintaining, releasing and enforcing any Security Intere
the Goods;
15.6.3. Not to register and/or make a demand to alter a Financing Statement in the Coll
without prior written consent of the Supplier;
15.6.4. To provide the Supplier with 7 days written notice of any change or proposed ch
to the Customer’s business name, address, contact details or other changes
Customer’s details registered on the PPSR;
15.6.5. To waive any rights of enforcement under Section 115 of the PPSA for Collater
used predominantly for personal, domestic or household purposes;
15.6.6. To waive any rights to receive Verification Statement in respect of any Fin
Statement or Financing Charge Statement under Section 157 of the PPSA.
16. TERMINATION AND CANCELLATION
Cancellation by Supplier
16.1. The Supplier may cancel any Order to which these Terms and Conditions ap
cancel delivery of Goods at any time before the Goods are delivered provid
giving written notice to the Customer. On giving such notice the Supplier shall rep
the Customer any sums paid in respect of the Price. The Supplier shall not be
for any loss or damage or consequential loss or damage whatever arising from
cancellation.
16.2. Without prejudice to the Supplier’s other remedies at law, the Supplier shall be en
to cancel all or any part of any Order of the Customer which remains unfulfilled a
amounts owing to the Supplier shall, whether or not due for payment, be
immediately payable in the event that:
16.2.1. Any money payable to the Supplier becomes overdue; or
16.2.2. The Customer becomes insolvent, convenes a meeting with its creditors or pro
or enters into an arrangement with creditors, or makes an assignment for the b
of its creditors; or
16.2.3. A receiver, manager, liquidator (provisional or otherwise) or similar pers
appointed in respect of the Customer or any asset of the Customer.
Cancellation by Customer
16.3. Any Order cannot be cancelled by the Customer unless expressly agreed to b
Supplier in writing.
16.4. In the event that the Customer cancels delivery of Goods the Customer shall be
for any loss incurred by the Supplier (including, but not limited to, any loss of p
up to the time of cancellation.
16.5. If the Customer places an Order with the Supplier and the Supplier places an
with a third party Supplier to meet the Customer’s request, the Customer sh
liable for the Price of the Goods ordered if the Customer cancels the Order an
Goods have already been dispatched.
17. SET-OFF
17.1. The Customer shall have no right of set-off in any suit, claim or proceeding broug
the Supplier against the Customer for default in payment and the Customer
acknowledges that the Supplier can produce this clause in bar of any proceeding
set-off.
18. AGREED USE
18.1. The Customer acknowledges that the Customer may forfeit any rights if any, he m
have against the Supplier if the Goods are applied for any other use to which the
Goods are not intended for and/or not in accordance with any applicable manual
and/or any alteration to the Goods is carried out other than in accordance with
intended alterations and/or the Goods are not repaired by an authorised repairer.
18.2. The Customer further acknowledges sole responsibility for any damage or injury t
property or person caused by using the Goods in any way and shall indemnify in
the Supplier, its servant and its agents in relation to all such claims.
19. PRIVACY ACT 1988
19.1. The Customer and/or the Guarantor/s agrees that for the Supplier to obtain from
credit reporting agency a credit report containing personal credit information abou
Customer and Guarantor/s in relation to credit provided by the Supplier.
19.1.1. That the Supplier may exchange information about the Customer and the Guaran
with those credit providers either named as trade referees by the Customer or na
in a consumer credit report issued by a credit reporting agency.
19.1.2. The Customer consent to the Supplier being given a consumer credit report to co
overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).