Terms and Conditions
For the Supply of Goods and Services
These terms and conditions (“Terms”) apply, unless otherwise previously agreed and modified in writing in the Quotation/Proposal or Service Contract, to the supply of goods and or services (“Goods”) by Integral Fire Protection (“Seller”) to a Customer from time to time. Any supply of Goods by the Seller to the Customer made after the date of acceptance of these Terms is a supply pursuant to the supply agreement constituted by these Terms and the relevant order accepted by the Seller and any such supply does not give rise to a new or separate agreement. These Terms are current for trading with the Seller at the time of issue, however these Terms may be updated from time to time by the Seller.
In these Terms, unless the contrary intention appears, will be interpreted:
“Customer” means the person to or for whom the Goods are to be supplied by the Seller.
“Seller” means Integral Fire Protection.
“Purchase Price” means the quoted price for the Goods as charged by the Seller at the date of delivery excluding any delivery costs or such other price as may be agreed by the Seller and the Customer prior to delivery of the Goods.
“Goods” means the goods sold to the Customer by the Seller and includes any services provided by the Seller to the Customer.
“Payment Terms” means cash on delivery (COD).
“Site” means the location where the installation works and or services will take place.
“Installation Works” means the installation of the Goods by the Seller or its third party agents or contractors as specified on the purchase order.
“Additional Charges” includes all delivery, handling and storage charges, supervision, profit and overheads, labour inclusive of overtime and penalty rates, labour and equipment inclusive of stand down rates, additional Goods, variations to Goods, goods and services tax (GST), stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money (other than the Purchase Price) payable by the Customer to the Seller arising out of the sale of the Goods.
2. Order for Goods
2.1 An order given by the Customer to the Seller is binding on the Seller and the Customer, if:
2.1.1 a written acceptance is signed for or on behalf of the Seller; or
2.1.2 the Goods are supplied by the Seller in accordance with the order.
2.2 An acceptance of the order by the Seller is then deemed to be an acceptance of these Terms by Seller and the Customer and these Terms will override any conditions contained in the Customer’s order. The Seller reserves the right to accept a part only of any order by notifying the Customer in writing or by delivering the Goods to the Customer. No order is binding on the Seller until accepted by it.
2.3 An order which has been accepted in whole or in part by the Seller cannot be cancelled by the Customer without obtaining the prior written approval of the Seller, which it may refuse in its absolute discretion.
3. Description of Goods
3.1 To the extent permitted by law:
3.1.1 the description of the Goods is for the purpose of identification only and reliance on a description of the Goods does not constitute a sale by description.
3.1.2 any sample of Goods exhibited to, or inspected by the Customer is supplied solely to judge the quality in bulk and does not constitute a sale of sample.
3.2 To the extent permitted by law, no warranty is given by the Seller as to the suitability of Goods to the Customer’s requirements and in purchasing the Goods, the Customer is deemed to acknowledge that it cannot rely on the skill and judgment of the Seller, its agents or employees in this regards. The Customer must also examine the Goods prior to purchase.
4.1 The Seller’s liability is limited, to the extent permissible by law and at the Seller’s option to:
4.1.1 with respect to Goods:
(a) replacement of the Goods or the supply of equivalent goods;
(b) repair of Goods; or
(c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the Goods repaired.
4.1.2 where the Goods are services:
(a) the supply of the services again; or
(b) the payment of the cost of having the services supplied again.
4.2 Any claims to be made against the Seller for short delivery of Goods must be lodged with Seller in writing within seven (7) days of the delivery date.
4.3 To the extent permitted by law, all other warranties where implied or otherwise, not set out in these Terms are excluded and the Seller is not liable in tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:
4.3.1 any increased costs or expenses;
4.3.2 any loss of profit, revenue, business, contracts or anticipated savings;
4.3.3 any loss or expense resulting from a claim by a third party; or
4.3.4 any special, indirect or consequential loss or damage of any nature whatsoever caused by the Seller’s failure to complete or delay in completing the order to deliver the Goods.
5.1 Delivery of the Goods will be made to an address nominated by the Customer on the order. The Customer must make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.2 Delivery is deemed to occur just prior to the Goods being unloaded from a carrier at the nominated address.
5.3 The times quoted for delivery are estimates only and not a guaranteed delivery date. The Seller accepts no liability for failure or delay in delivery of the Goods. The Customer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery. Goods may be delivered by instalments at the discretion of the Seller.
5.4 Risk in accepting the Goods passes on delivery to the Customer.
5.5. All Additional Charges (including delivery) are payable by the Customer in addition to the Purchase Price of the Goods.
5.6. To the extent permitted by law, return of Goods will not be accepted by the Seller except by prior agreement in writing with the Seller, at the Seller’s sole discretion and subject to:
5.6.1 Returns will not be accepted if not returned within seven (7) days of delivery.
5.6.2 Custom and or special order Goods will not be returnable.
5.6.3 Any Goods returned will be subject to a restocking charge of 20% of the Purchase Price for those Goods.
5.6.4 Any Goods returned must be unused, free of damage and in original packaging.
5.6.5 All return freight charges will be pre-paid by the Customer to the Seller.
6 Price and Payment
6.1 The Customer must pay the Purchase Price plus any Additional Charges to the Seller in accordance with the Payment Terms.
6.2 Payment made on account that is then settled by credit card will attract a 2.0% (plus GST) surcharge. Credit card payments made at the time of placing an order (such as selecting the credit card option online) will remain surcharge free.
6.3 If the Customer is in default, Seller may at its option withhold further deliveries or cancel a contract without prejudice to any of its existing rights.
6.4 All payments are due in accordance with the Payment Terms. Interest is charged at the rate of 4.5% per month or part there of a month from the expiry of that period until the date payment is received by the Seller.
7. Intellectual Property
The sale of Goods does not have the effect of vesting in the Customer any right to any of the Seller’s intellectual property rights in the Goods, including without limitation the Seller’s trading name, Registered and unregistered trademarks, copyright in Goods, designs and patents, the ownership of which will remain with the Seller at all times.
8 Retention of Title
8.1 Ownership, title and property of the Goods remains with the Seller until payment in full for the Goods and all sums due and owing by the Customer to the Seller, on any account, has been made. Until the date of payment:
8.1.1 The Customer has the right to sell the Goods in the ordinary course of business.
8.1.2 Until the Goods have been sold by the Customer in the ordinary course of the Customer’s business, the Customer holds the Goods as bailee for the Seller.
8.1.3 The Goods are always at the risk of the Customer.
8.2 The Customer is deemed to be in default immediately upon the happening of any of the following events:
8.2.1 If any payment to the Seller is not made promptly before the due date for payment.
8.2.2 If the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to the Seller is dishonored.
8.3 In the event of a default by the Customer, then without prejudice to any other rights which the Seller may have at law or under this contract:
8.3.1 The Seller or its agents may without notice to the Customer enter the Customer’s premises or any premises under the control of the Customer for the purposes of recovering the Goods.
8.3.2 The Seller may recover and resell the Goods.
8.3.3 If the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for in full, the Seller may in its absolute discretion seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of the Seller and the Customer may be ascertained. The Seller must promptly return to the Customer any goods the property of the Customer and the Seller is in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods.
8.3.4 In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for Seller. Such part will be an amount equal in dollar terms to the amount owing by the Customer to the Seller at the time of the receipt of such proceeds. The Customer will pay the Seller such funds held in trust upon the demand of the Seller.
9. Personal Property Securities Act (“PPSA”)
9.1 Defined terms in this clause have the same meaning as given to them in the PPSA.
9.2 The Seller and the Customer acknowledge that these Terms constitute a Security Agreement and give rise to a Purchase Money Security Interest (“PMSI”) in favour of the Seller over the Goods supplied or to be supplied to the Customer as Grantor pursuant to the Terms.
9.3 The Goods supplied or to be supplied under these Terms fall within the PPSA classification of ”Other Goods” acquired by the Customer pursuant to these Terms.
9.4 the Seller and the Customer acknowledge that the Seller, as Secured Party, is entitled to register its interest in the Goods supplied or to be supplied to the Customer as Grantor under the Terms on the PPSA Register as Collateral.
9.5 To the extent permissible at law, the Customer:
9.5.1 waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer, as Grantor, to the Seller.
9.5.2 agrees to indemnify the Seller on demand for all costs and expenses, including legal costs and expenses on a solicitor / client basis, associated with the:
(a) registration or amendment or discharge of any Financing Statement registered by or on behalf of the Seller; and
(b) enforcement or attempted enforcement of any Security Interest granted to the Seller by the Customer.
9.5.3 agrees that nothing in sections 130 to 143 of the PPSA will apply to the Terms or the Security under the Terms.
9.5.4 agrees to waive its right to do any of the following under the PPSA:
(a) receive notice of removal of an Accession under section 95;
(b) receive notice of an intention to seize Collateral under section 123;
(c) object to the purchase of the Collateral by the Secured Party under section 129;
(d) receive notice of disposal of Collateral under section 130;
(e) receive a Statement of Account if there is no disposal under section 132(4);
(f) a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged;
(g) receive notice of retention of Collateral under section 135;
(h) redeem the Collateral under section 142; and
(i) reinstate the Security Agreement under section 143.
10. Goods and Services Tax
Goods and Services Tax (GST) will be shown separately in the tax invoice for the sale of the Goods. The amount of GST payable in respect of the supply of the Goods is payable by the Customer. The Customer must indemnify the Seller in respect of GST paid and payable by the Seller for the supply of the Goods.
To the full extent permitted by law, the Customer will indemnify the Seller, its employees, third party agents and contractors and keep the Seller, its employees, third party agents and contractors indemnified from and against any liability and any loss or damage the Seller, its employees, third party agents and contractors may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these Terms by the Customer or its representatives.
12.1 These Terms are to be construed in accordance with the laws from time to time in the State of Western Australia. The parties submit to the non-exclusive jurisdiction of the State of Western Australia.
12.2 These Terms contain all of the terms and conditions of the contract between the parties and may only be varied by agreement in writing between the parties.
12.3 Any conditions found to be void, unenforceable or illegal may, to that extent be severed from the Agreement.
12.4 No waiver of any of these terms and conditions or failure to exercise a right or remedy by the Seller will be considered to imply or constitute a further waiver by the Seller of the same or any other term, condition, right or remedy.
13. Manufacturer’s Warranty
13.1 Where the Seller has not manufactured the Goods, the Seller will pass on any warranty provided by the manufacturer of the Goods to the Customer. To the full extent permissible by law, the Seller will be under no liability whatsoever except for the express conditions as detailed in and stipulated in the manufacturer’s warranty.
13.2 Subject to clause 13.1 and clause 13.3, where the Seller has manufactured the Goods, the Seller warrants to the Customer that the Goods will be free from defects in materials supplied by the Seller for a period of twelve (12) months from the date of delivery (“Warranty Period”), time being of the essence. The Seller’s obligation under this warranty, and subject to approval of the claim by the Seller or their duly appointed representatives, the Seller may repair or replace the Goods. If a replacement part is supplied, the Warranty Period remains based on the original date of delivery of the Goods to the Customer. This warranty is not transferable.
13.3 The conditions applicable to the warranty given in clause 13.2 are:
13.3.1 The warranty does not cover any defect or damage upon:
(a) Failure on the part of the Customer to properly maintain the Goods.
(b) Failure by the Customer to follow any instructions or guidelines provided by the Seller.
(c) Any use of the Goods otherwise than for any application specified on a quotation, proposal or order form.
(d) The continued use of the Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user.
(e) Fair wear and tear.
(f) Any accident or act of God.
(g) Any alteration or unauthorised repair of the Goods.
13.3.2 The warranty ceases and the Seller is in no circumstances liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the Seller’s consent.
13.3.3 In respect of all claims the Seller is not liable to compensate the Customer for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Customer’s claim.
13.3.4 All costs of disposal, supply, manufacture, removal, re-installation, cartage, freight, kilometer expenses, travel and insurance associated are to be paid by the Customer to the Seller in attending to the assessment of a warranty claim where the defect in the Goods is not covered by this warranty.
13.3.5 To the extent permitted by law, all other warranties whether implied or otherwise, not set out in these warranty terms and conditions are excluded and the Seller is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:
(a) any increased costs or expenses;
(b) any loss of profit, revenue, business, contracts or anticipated savings;
(c) any loss or expense resulting from a claim by a third party;
(d) any special, indirect or consequential loss or damage of any nature whatsoever caused by the Seller’s failure in complying with its obligations.
14. First Aid Kits
First Aid Kits provided by the Seller comply with Occupational Health and Safety Acts in each of the States and Territories of Australia at the time of delivery. The Seller accepts no liability in the event the contents of any of the First Aid Kits provided are not maintained or stocked by the Customer (including but not limited to, goods being past their recommended expiry dates) in accordance with the relative Occupational Health and Safety Act.
15. Installation Works and Supply of Services at Site
Unless specified otherwise:
15.1 All works will be performed during normal business hours, Monday to Friday, 8:00am to 4:30pm.
15.2 No allowance has been made for Site inductions or permit issuing.
15.3 The Seller has allowed for reasonable continuity at Site to perform the works uninterrupted by the actions of the Customer and or unforeseen circumstances such as hard digging, unidentified services (water, power, compressed air) causing obstruction, site power failure, emergency evacuation (drill or actual), acts of God, any events beyond the control of the Seller.
15.4 Service (water, power, compressed air) isolations and de-isolations will be performed by the Customer’s representative promptly and as required by the Seller to perform the works without interruption or delay.
15.5 Any Site specific safety standards and procedures will be advised prior to submission of the Quotation/Proposal. In the absence of any advised Customer safety standards and procedures, the works will be performed in accordance with Seller’s best practice safety standards.
15.6 The Customer is responsible for the health, safety and welfare of the Seller’s employees, third party agents and contractors while on Site and the Customer will ensure that the Site is maintained in a safe manner at all times.
15.7 The Seller will restrict access to the work Site, if deemed necessary, for the safety of the Customer’s employees, the Seller’s employees, third party agents and contractors and others. The Customer will be responsible to communicate and advise its employees and others of the works and that they are not to enter restricted areas without the authorisation of the Seller.
15.8 No allowance has been made for repair or replacement of any faulty and or dangerous electrical wiring or infrastructure found during works conducted by Seller. All Quotations/Proposals are submitted with the understanding that all preexisting wiring and infrastructure has been installed in accordance with the relevant Australian Standards and is in in a sound and safe condition.
15.8.1 The Seller reserves the right to suspend works immediately if existing infrastructure is found to be faulty or considered unsafe in the Seller’s opinion. The Seller has the right to claim for any time and or parts consumed, and losses suffered (if applicable) in this occurrence.
15.9 No allowance has been made for making good, repairing, patching or painting of existing or redundant infrastructure.
15.10 No allowance has been made for the removal from Site of any debris, rubbish, redundant or demolished materials, packaging or waste generated in the performance of the works. The Seller will collect all materials for disposal and place in a single designated area, adjacent to the works and at the same level, for disposal by the Customer’s representative.
15.11 The Customer will provide to the Seller, free of charge and as and when required at Site:
15.11.1 Parking for work and service vehicles.
15.11.2 Power, 240V and 440V (if required).
15.11.5 Accurate marking of the location and routing of all services in walls, floors and ceilings, prior to commencement of works.
15.11.6 Provision of a safe work environment complete with adequate access and egress to Site with suitable lighting and ventilation at all times.
15.12 The Customer acknowledges and agrees any delays or disruptions suffered by the Seller on Site caused by the Customer its employees or its representatives, beyond the control of the Seller or in relation to a variation to any of the sub clauses to clause 15, will result in the Customer incurring Additional Charges.
15.12.1 A minimum Site service fee and or remobilisation fee will apply if Customer agreed scheduled service or installation works are suspended, delayed, disrupted or altered once the Seller’s employees, third party agents or contractors have been assigned or commence the task.
15.12.2 Thirty (30) days written notice will be required by either party to suspend and or reschedule any scheduled service activity.
15.12.3 Seven (7) days written notice will be required by either party to suspend and or reschedule any scheduled installation work activity.
16 Total Liability
The Customer acknowledges and agrees the total liability accepted by the Seller under a purchase order for the supply of goods and or services is limited to and will not exceed the total dollar amount of the goods and or services purchased by the Customer under that purchase order.
17 Consequential Loss or Damage
The Customer acknowledges and agrees the Seller has no liability in contract, tort (including, without limitation, negligence or breach of statutory duty), by statute or otherwise for loss or damage (whether direct or indirect) of profits, opportunity, revenue, goodwill, bargain, production, contracts, business or anticipated savings, corruption or destruction of data or for any indirect, special or consequential loss or damage whatsoever.
18 Cancellation of Purchase Order/Service Contract
The Customer can not alter or cancel a purchase order/Service Contract without written consent from the Seller. If the Seller agrees to alter or cancel the purchase order/Service Contract, the Customer will indemnify the Seller against all loss, damage and expense incurred by the Seller in relation to the alteration or cancellation of that purchase order/Service Order, including the cost of return freight to factory of origin, items purchased from third parties for inclusion in the works and all supervision, labour, equipment and engineering costs incurred by the Seller in the execution or part execution of the supply of the goods and services and including compensation payable to any of the Seller’s suppliers and loss of profit.