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GENERAL TERMS AND CONDITIONS

  1. Definitions For the purpose of this contract:

    Consequential Loss means any loss or damage arising from a breach of contract or agreement (including breach of this contract), tort, or any other basis in law or equity including, but without limitation to, loss of profits, loss of revenue, loss of production, loss or denial of opportunity, loss of access to markets, loss of goodwill, indirect or remote or unforeseeable loss, loss of business reputation, future reputation or publicity, or any similar loss which was not contemplated by the parties at the time of entering this contract. Contractor means Marshall Air Pty Ltd (ABN 33 096 800 163), its successors and assigns or any person acting on behalf of and with the authority of Marshall Air Pty Ltd. Customer means the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation, or the Customer identified in the cover page of the credit application or other form as provided by the Contractor to the Customer. Goods means all goods supplied by the Contractor to the Customer (and where the context so permits will include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Contractor to the Customer; and PPSA means the Personal Property Securities Act 2009 (Cth). Services means all services supplied by the Contractor to the Customer and includes any advice or recommendations. GST means the goods and services tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Price means all monies payable by the Customer to the Contractor in accordance with this contract (including with respect to the Goods).

  2. Acceptance

    1. Any instructions received by the Contractor from the Customer for the supply of Goods and the Customer’s acceptance of Goods supplied by the Contractor, or the Customer signing this contract (whichever occurs first) will constitute acceptance of the terms and conditions set out in this contract.
    2. Where more than one Customer has entered into this agreement, the Customers will be jointly and severally liable for all payments of the Price.
    3. Upon acceptance of this contract by the Customer the terms and conditions contained in this contract are legally binding and can only be amended with the written consent of the Contractor.
    4. The Customer must give the Contractor not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer (whether or any change in the Customer’s name, any change to the majority ownership in shares, sale of business and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice). The Customer will be liable for any loss incurred by the Contractor as a result of the Customer’s failure to comply with this clause.
    5. Goods are supplied by the Contractor only on the terms and conditions set out in this contract to the exclusion of anything to the contrary in the terms of the Customer’s order notwithstanding that any such order is placed on terms that purport to override any provision of this contract.
  3. Price and Payment

    1. At the Contractor’s sole discretion the Price will be:
      • (a) as indicated on invoices provided by the Contractor to the Customer in respect of Goods supplied; or
      • (b) the Contractor’s current price at the date of delivery of the Goods according to the Contractor’s current Price list; or
      • (c) the Contractor’s quoted Price (subject to clause 3.2) which will be binding upon the Contractor provided that the Customer accepts the Contractor’s quotation in writing within fourteen (14) days.
    2. The Contractor reserves the right to change the Price in the event of a variation to the Contractor’s quotation. Any variation from the plan of scheduled works or specifications (including, but not limited to, for overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges, additional works required due to hidden or unidentifiable difficulties beyond the control of the Contractor or as a result of increases to the Contractor in the cost of materials and labour) will be charged for on the basis of the Contractor’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
    3. At the Contractor’s sole discretion:
      • (a) a non-refundable deposit may be required; or
      • (b) full payment must be due on delivery of the Goods and/or completion of any services; or
      • (c) full payment will be due before delivery of the Goods; or
      • (d) progress payment claims may be submitted by the Contractor, in accordance with the Contractor’s specified payment schedule at intervals not less than either weekly, fortnightly or monthly for Goods provided up to the end of each specified period. Such payment claims may include the reasonable value of authorised variations and the value of any Goods delivered to the site but not yet installed; or
      • (e) payment for approved Customers will be due thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices.
    4. Time for payment for the Goods will be of the essence and will be stated on the invoice or any other forms. If no time is stated, then payment will be due seven (7) days following the date of the invoice.
    5. Any discounts applicable to the Price will become null and void if payment is not made by the due date stated on the invoice and/or statement.
    6. Payment by the Customer must be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to two percent (2%) of the Price), or by direct credit, or by any other method as agreed to between the Customer and the Contractor.
    7. Unless otherwise expressly stated, GST and other taxes and duties that may be applicable will be added to the Price.
  4. Delivery of Goods

    1. Delivery of the Goods will be deemed to have taken place upon the earlier of:
      • (a) the Customer taking possession of the Goods at the Contractor’s address; or
      • (b) the Customer taking possession of the Goods at the Customer’s nominated address (in the event that the Goods are delivered by the Contractor or the Contractor’s nominated carrier); or
      • (c) the Customer’s nominated carrier taking possession of the Goods in which event the carrier will be deemed to be the Customer’s agent.
    2. Unless otherwise expressly agreed in writing by the Contractor, the costs of delivery are:
      • (a) in addition to the Price; and
      • (b) for the Customer’s account.
    3. The Customer must make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Contractor will be entitled to charge a reasonable fee for redelivery.
    4. Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
    5. The Contractor may deliver the Goods by separate instalments. Each separate instalment will be invoiced and paid in accordance with the provisions in this contract.
    6. The Customer must take delivery of the Goods tendered notwithstanding that the quantity so delivered is either greater or lesser than the quantity purchased provided that:
      • (a) such discrepancy in quantity does not exceed five percent (5%); and
      • (b) the Price will be adjusted pro rata to the discrepancy.
    7. The failure of the Contractor to deliver will not entitle either party to treat this contract as repudiated.
    8. The Contractor will not be liable for any loss or damage whatsoever due to failure by the Contractor to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of the Contractor.
  5. Risk

    1. If the Contractor retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
    2. Where the Customer expressly requests the Contractor to leave Goods outside the Contractor’s premises for collection or to deliver the Goods to an unattended location then such Goods will be left at the Customer’s sole risk and it will be the Customer’s responsibility to ensure the Goods are insured adequately or at all.
    3. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Contractor is entitled to receive all insurance proceeds payable for the Goods. The production of this contract by the Contractor is sufficient evidence of the Contractor’s rights to receive the insurance proceeds without the need for any person dealing with the Contractor to make further enquiries.
    4. In the event that the Contractor discovers asbestos/hazardous materials whilst undertaking any works the Contractor will immediately advise the Customer of the same and will be entitled to suspend the provision of the works pending a risk assessment in relation to those materials. The Customer will be liable for all additional costs (howsoever arising) incurred by the Contractor as a result of the discovery of asbestos/hazardous materials and/or any suspension of works in that respect.
    5. The Contractor is not responsible for the removal of rubbish from or clean-up of the building/constructions site/s. This is the responsibility of the Customer or the Customer’s agent.
  6. Air Conditioning Risk

    1. Whilst the final location of the condensing unit is at the discretion of the Customer, a charge will apply as a variation under clause 3.2, if the Customer requests the unit to not be located adjacent to the external wall, due to the underground piping required.
    2. The final location of the wall, window or floor unit must be determined on site by the Customer.
    3. The Customer acknowledges and agrees that:
      • (a) the Contractor does not guarantee any noise levels (external or internal); and
      • (b) the Contractor will not be held liable for any loss, damages, or costs, however resulting from noise levels; and
      • (c) the Customer cannot make any claim against the Contractor in connection with the noise levels.
    4. In the event that any of the equipment needs to be relocated due to complaints from neighbours or local authorities, then the Customer will be responsible for any and all costs involved.
    5. The Customer acknowledges and agrees that it is their responsibility to insure any Goods and other equipment partly or completely installed on site, against theft or damage.
  7. Customer’s Responsibilities

    1. Prior to the Contractor commencing the Works the Customer must advise the Contractor of the precise location of all underground services on the site and clearly mark the same. The underground mains and services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.
    2. Whilst the Contractor will take reasonable care to avoid damage to any underground services the Customer agrees to indemnify the Contractor in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified pursuant to clause 7.1.
    3. The Customer must provide the Contractor with clear and free access to the worksite to enable the Contractor to complete the Services and/or to remedy any defects after the completion.
    4. Pending forwarding and delivery, the Goods may be warehoused or otherwise held at any place or places at the sole discretion of the Contractor at the Customer’s expense.
  8. Title

    1. The Contractor and the Customer agree that ownership of the Goods will not pass until:
      • (a) the Customer has paid the Contractor all amounts owing for the particular Goods (and any Services related to those Goods); and
      • (b) the Customer has met all other obligations due by the Customer to the Contractor in respect of all contracts between the Contractor and the Customer.
    2. Receipt by the Contractor of any form of payment other than cash will not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Contractor’s ownership and rights in respect of the Goods will continue.
    3. It is further agreed that:
      • (a) where practicable the Goods must be kept separate and identifiable until the Contractor has received payment and all other obligations of the Customer are met; and
      • (b) until such time as ownership of the Goods passes from the Contractor to the Customer, the Contractor may at any time prior give notice in writing to the Customer to return the Goods or any of them to the Contractor as a result of the breach of this contract by the Customer. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods will cease; and
      • (c) the Contractor will have the right of stopping the Goods in transit whether or not delivery has been made; and
      • (d) if the Customer fails to return the Goods to the Contractor then the Contractor or the Contractor’s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods and the Customer grants its irrevocable authority to do so; and
      • (e) the Customer is only a bailee of the Goods and until such time as the Contractor has received payment in full for the Goods then the Customer holds any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to the Contractor for the Goods, on trust for the Contractor; and
      • (f) the Customer must not deal with the money of the Contractor in any way which may be adverse to the Contractor; and
      • (g) the Customer must not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Contractor; and
      • (h) the Contractor can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
      • (i) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Contractor will be the owner of the end products.
  9. Personal Property Securities Act 2009 (“PPSA”)

    1. In this clause:
      • (a) the terms ‘attachment’, ‘financing statement’, ‘financing change statement’, ‘purchase money security interest’ and ‘security interest’ have the meaning given to it by the PPSA; and
      • (b) the term ‘security agreement’ means the security agreement under the PPSA created between the Customer and the Contractor pursuant to this contract.
    2. The Customer acknowledges and agrees that this contract:
      • (a) constitutes a security agreement for the purposes of the PPSA; and
      • (b) creates a security interest in:
        • (i) all Goods previously supplied by the Contractor to the Customer (if any); and
        • (ii) all Goods that will be supplied in the future by the Contractor to the Customer, including, without limitation, a purchase money security interest over the Goods and that the attachment of the security interest over the Goods has in no way been deferred or postponed.
    3. The Customer undertakes to:
      • (a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Contractor may reasonably require to:
        • (i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
        • (ii) register any other document required to be registered by the PPSA; or
        • (iii) correct a defect in a statement referred to in clause 9.3(a)(i) or 9.3(a)(ii);
      • (b) indemnify, and upon demand reimburse, the Contractor for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
      • (c) not register a financing change statement in respect of a security interest without the prior written consent of the Contractor;
      • (d) not to do anything that results in the Contractor having less than the security or priority granted by the PPSA that the Contractor assumed at the time of that perfection;
      • (e) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of the Contractor; and
      • (f) immediately advise the Contractor of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
    4. The Contractor and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by this contract.
    5. The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
    6. The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
    7. Unless otherwise agreed to in writing by the Contractor, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.
    8. The Customer must unconditionally ratifies any actions taken by the Contractor under clauses 9.3 to 9.5.
  10. Security and Charge

    1. Despite anything to the contrary contained herein or any other rights which the Contractor may have:
      • (a) where the Customer is the owner of land, realty or any other asset capable of being charged, both the Customer agrees to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Contractor or the Contractor’s nominee to secure all amounts and other monetary obligations payable under this contract. The Customer acknowledges and agrees that the Contractor (or the Contractor’s nominee) will be entitled to lodge where appropriate a caveat, which caveat will be withdrawn once all payments and other monetary obligations payable hereunder have been met;
      • (b) should the Contractor elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer indemnifies the Contractor from and against all the Contractor’s costs and disbursements including legal costs on a solicitor and own client basis; and
      • (c) the Customer agrees to irrevocably nominate constitute and appoint the Contractor or the Contractor’s nominee as the Customer’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 10.1.
  11. Defects

    1. The Customer must inspect the Services on completion (or Goods on delivery) and must within forty-eight (48) hours of delivery (time being of the essence) notify the Contractor in writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer must afford the Contractor an opportunity to inspect the Services or Goods (as the case may be) within a reasonable time following delivery if the Customer believes the Services or Goods (as the case may be) are defective in any way. If the Customer fail to comply with these provisions the Services and/or the Goods will be deemed to be free from any defect or damage. For defective Services or Goods, which the Contractor has agreed in writing that the Customer is entitled to reject, the Contractor’s liability is limited to either (at the Contractor’s discretion) replacing the Services or Goods, rectifying the Services or repairing the Goods except where the Customer has acquired Services or Goods as a ‘consumer’ within the meaning of Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Services or Goods, rectification of the Services, replacement of the Goods, or repair of the Goods.
    2. Goods will not be accepted for return unless in accordance with clause 11.1
  12. Warranty

    1. Subject to the conditions of warranty set out in clause 12.2 the Contractor warrants that if any defect in any workmanship or Services of the Contractor becomes apparent and is reported to the Contractor in writing within three (3) months of the date of delivery (time being of the essence) then the Contractor will either (at the Contractor’s sole discretion) replace or remedy the workmanship.
    2. The conditions applicable to the warranty given by clause 12.1 are:
      • (a) the warranty will not cover any defect or damage which may be caused or partly caused by or arise through:
        • (i) failure on the part of the Customer to properly maintain or service any Goods; or
        • (ii) failure on the part of the Customer to follow any instructions or guidelines provided by the Contractor or the manufacturer’s instructions; 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 will cease and the Contractor will 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 will not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.
    3. For Goods not manufactured by the Contractor, the warranty will be the current warranty provided by the manufacturer of the Goods. The Contractor will 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.
  13. Default and Consequences of Default

    1. Interest on overdue invoices will accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Contractor’s sole discretion such interest will compound monthly at such a rate) after as well as before any judgment.
    2. In the event that the Customer’s payment is dishonoured for any reason the Customer will be liable for any dishonour fees incurred by the Contractor.
    3. If the Customer:
      • (a) defaults in payment of any invoice when due; or
      • (b) the performance of any obligation imposed on it under this contract; and/or
      • (c) breaches any warranty or representation contained in the contract, the Customer must indemnify the Contractor from and against all liability, claims, losses, damages, costs and fines and disbursements incurred by the Contractor in connection with that default (including, without limitation, pursuing the debt including legal costs on a solicitor and own client basis and the Contractor’s collection agency costs). For the avoidance of doubt, the Contractor does not have to incur an expense or cost before claiming the benefit of the indemnity provided under this clause.
    4. Without prejudice to any other remedies the Contractor may have, if at any time the Customer is in breach of any obligation (including those relating to payment) the Contractor may suspend or terminate the supply of Goods and/or the Services to the Customer and any of its other obligations under this contract. The Contractor will not be liable to the Customer for any loss or damage the Customer suffers because the Contractor has exercised its rights under this clause.
    5. If any account remains overdue after thirty (30) days, then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) will be levied for administration fees which amount will become immediately due and payable.
    6. Without prejudice to the Contractor’s other remedies at law the Contractor will be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Contractor will, whether or not due for payment, become immediately payable in the event that:
      • (a) any money payable to the Contractor becomes overdue, or in the Contractor’s opinion the Customer will be unable to meet its payments as they fall due; or
      • (b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
      • (c) a receiver, manager, liquidator (provisional or otherwise), trustee in bankruptcy or similar person is appointed in respect of the Customer or any asset of the Customer.
  14. Compliance with Laws

    1. All work will be tested to ensure that it is electrically safe and is in accordance with the wiring rules and other standards applying to the electrical installation under the Australia’s Electrical Safety Regulations 2002, AS/NZS 3000:2007 Companion Standards and the Electricity Regulations 1997. All of the cabling work will comply with the Australian Communication Industry Wiring Rules technical standard AS / ACIF S009:2006.
    2. The Customer and the Contractor will comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works.
    3. The Customer must obtain (at the expense of the Customer) all licenses and approvals that may be required for the works and warrants that all such approval and consents have been obtained.
    4. The Customer agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
  15. Cancellation

    1. The Contractor may this contract or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Contractor will repay to the Customer any sums paid in respect of the Price. The Contractor will not be liable for any loss or damage whatsoever arising from such cancellation.
    2. In the event that the Customer cancels delivery of Goods the Customer will be liable for any loss incurred by the Contractor (including, but not limited to, any loss of profits) up to the time of cancellation.
    3. Cancellation of orders for Goods made to the Customer’s specifications or non-stocklist items will definitely not be accepted, once production has commenced.
  16. Privacy Act 1988 (Cth)

    1. The Customer agrees and consents for the Contractor to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by the Contractor.
    2. The Customer agrees that the Contractor may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
      • (a) to assess an application by the Customer; and/or
      • (b) to notify other credit providers of a default by the Customer; and/or
      • (c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
      • (d) to assess the creditworthiness of the Customer. The Customer understands that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988 (Cth).
    3. The Customer consents to the Contractor being given a consumer credit report to collect overdue payment on commercial credit.
    4. The Customer agrees that personal credit information provided may be used and retained by the Contractor for the following purposes (and for other purposes as agreed between the Customer and Contractor or required by law from time to time):
      • (a) the provision of Goods; and/or
      • (b) the marketing of Goods by the Contractor, its agents or distributors; and/or
      • (c) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods; and/or
      • (d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
      • (e) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods.
    5. The Contractor may give information about the Customer to a credit reporting agency for the following purposes:
      • (a) to obtain a consumer credit report about the Customer; and/or
      • (b) allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.
    6. The information given to the credit reporting agency may include:
      • (a) personal particulars (the Customer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number;
      • (b) details concerning the Customer’s application for credit or commercial credit and the amount requested;
      • (c) advice that the Contractor is a current credit provider to the Customer;
      • (d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;
      • (e) that the Customer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
      • (f) information that, in the opinion of the Contractor, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customers credit obligations);
      • (g) advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;
      • (h) that credit provided to the Customer by the Contractor has been paid or otherwise discharged.
  17. Unpaid Contractor’s Rights

    1. Where the Customer has left any item with the Contractor for repair, modification, exchange or for the Contractor to perform any other Service in relation to the item and the Contractor has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Contractor will have:
      • (a) a lien on the item;
      • (b) the right to retain the item for the Price while the Contractor is in possession of the item;
      • (c) a right to sell the item.
    2. The lien of the Contractor will continue despite the commencement of proceedings, or judgment for the Price having been obtained.
  18. Building and Construction Industry Security of Payments Act 1999

    1. At the Contractor’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payment Act 1999 (NSW) (SOP Act) may apply.
    2. Nothing in this contract is intended to have the effect of contracting out of any applicable provisions of the SOP Act, except to the extent permitted by the Act where applicable.
  19. General provisions

    1. The terms of this contract do not affect any rights the Customer has under the Competition and Consumer Act 2010 (Cth).
    2. If any provision of this contract is held to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.
    3. If any provisions of this contract are inconsistent with the PPSA, the PPSA will prevail to the extent of that inconsistency.
    4. This contract will be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
    5. The Contractor will not be under any liability whatsoever to the Customer for any Consequential Loss.
    6. In the event of any breach of this contract by the Contractor the remedies of the Customer will be limited to damages which under no circumstances must exceed the Price of the Goods.
    7. The Contractor will be discharged from all liability whatsoever in connection with the Services and/or the Goods unless proceedings are served within twelve (12) months from delivery of the particular Goods or Services.
    8. The Customer will not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Contractor nor to withhold payment of any invoice because part of that invoice is in dispute.
    9. The Contractor may license or sub-contract all or any part of its rights and obligations without the Customer’s consent. The Contractor may assign any or all of the Contractor’s rights and obligation under this contract to a third party without the Customer’s consent.
    10. The Customer agrees that the Contractor may review this contract at any time. If, following any such review, there is to be any change to this contract, then that change will take effect from the date on which the Contractor notifies the Customer of such change. Except where the Contractor supplies further Goods to the Customer and the Customer accepts such Goods, the Customer will be under no obligation to accept such changes with respect to those Goods already supplied.
    11. No modification amendments or other variation of this contract will be valid and binding on the Contractor unless made in writing and duly executed by and on behalf of the Contractor.
    12. Neither party will be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    13. The failure by the Contractor to enforce any provision of these terms and conditions will not be treated as a waiver of that provision, nor will it affect the Contractor’s right to subsequently enforce that provision.

ABN: 33 096 800 163
ACN: 096 800 163
Contractor Licence: 191040C
Refrigerant Licence: AU06809