The following Terms and Conditions govern the relationship between Adelaide HVAC Services and the customer in connection with any Contract and/or the supply of Goods and/or Services.
1. DEFINITIONS/INTERPRETATIONS
1.1 “Adelaide HVAC Services” or “Company” refers to Adelaide HVAC Services ABN: 47 946 068 496 or any authorised director, executor, administrator or assignee of Adelaide HVAC Services.
1.2 “Agreement” means an arrangement between Adelaide HVAC Services and the Customer for the provision of Services and/or Goods. An agreement will come into existence on the date the Customer approves Adelaide HVAC Services to carry out Services and supply Goods in accordance with these Terms and Conditions.
1.3 “Commencement Date” refers to the beginning of the Services or delivery of Goods by Adelaide HVAC Services as specified in quote or order.
1.4 “Contract” refers to all agreements entered between Adelaide HVAC Services and the Customer.
1.5 “Customer” refers to the person/s requesting a quote and/or placing an order for Goods and/or Services as identified on any order form, invoice, quotation or document, this can include a delegate or agent with necessary authorisation to work on behalf of the Customer.
1.6 “Goods” refers to the products and/or materials supplied by Adelaide HVAC Services to the Customer. The Customer is required to purchase such products and/or materials in order to complete Services requested by Adelaide HVAC Services.
1.7 “PPSA” refers to the Personal Property Securities Act 2009 and its regulations.
1.8 “Price” includes…
1.8.1 The cost of any Services and/or Goods as specifically agreed between Adelaide HVAC Services and the Customer including, but not limited to the price as noted in any quote and/or invoice.
Or
1.8.2 In the absence of any prior agreement, the amount set by Adelaide HVAC Services, which may be subject to change.
1.9 “Services” means the works and Goods to be supplied by Adelaide HVAC Services to the Customer this includes, but is not limited to designs, plans, guidance and recommendations.
1.10 “Sub-contract” refers to Adelaide HVAC Services employing an outside business, organisation, and/or person/s to provide Services and/or Goods on behalf of Adelaide HVAC Services.
1.11 “Supplier” refers to any company or individual that provide Goods and/or Services to Adelaide HVAC Services.
1.12 “Quote” refers to any document containing a price for works, including but not limited to an estimation, proposal, order form, as well as any other form of quotation as provided to the Customer by Adelaide HVAC services whether orally, in hard copy or electronic form.
2. GENERAL/INCORPORATION
2.1 These Terms and Conditions govern every contract for Services and supply of Goods by Adelaide HVAC Services to Customer.
2.2 No modification to these Terms and Conditions will be binding for Adelaide HVAC Services unless agreed to in writing by an authorised Adelaide HVAC Services employee.
2.3 These Terms and Conditions together with the Customers approval through way of further instructions, purchase order, signed quote, paid deposit or other form of consent constitute an agreement with Adelaide HVAC Services.
2.4 The Customers rights and obligations under these Terms and Conditions are not transferrable to another party at any point in time.
2.5 Adelaide HVAC Services may, at any time, modify these Terms and Conditions and such modified Terms and Conditions will be applicable after Adelaide HVAC Services have notified the Customer.
2.6 No employee of Adelaide HVAC Services has authority to bind the Company unless prior written consent has been provided to the Customer by Adelaide HVAC Services director.
2.7 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally contracted to these Terms and Conditions and liable for payment.
2.8 These Terms and Conditions replace any Terms and Conditions which have previously governed contracts for the sale of Goods and/or supply of Services by Adelaide HVAC Services to the Customer.
2.9 If any clause or part thereof in these Terms and Conditions is deemed invalid or not enforceable, then Adelaide HVAC Services may modify such a clause to remedy the enforceability or invalidity, if not possible to remedy then the clause or part thereof that is deemed invalid is to be removed from these Terms and Conditions. All other Terms and Conditions or parts thereof which are separate and enforceable will remain valid and applicable.
2.10 Any clerical errors in these Terms and Conditions, quotations, invoices or any other document or website produced by Adelaide HVAC Services are subject to correction and will not bind the Company and is subject to correction at any time.
3. QUOTATION AND PRICES
3.1 All quotations are valid for 30 days after issue; however, Adelaide HVAC Services reserves the right to withdraw a quotation at any time.
3.2 Adelaide HVAC Services will be provided with full access to any work site or other relevant information required to fully complete a quotation. Prices indicated in the quotation are based on the access, specification, drawings and/or requests by the Customer. Any changes requested by the Customer may result in Adelaide HVAC Services varying the quotation price and specifications.
3.3 All quotations are estimates only and are subject to correction, alteration or withdrawal at any time prior to acceptance of the Customer.
3.4 Unless otherwise stated, the quote refers to standard working hours between the hours of 7:30am-4pm Monday-Friday and does not include site allowances, special conditions, after hours or weekend work. Any work required outside of these hours may incur out of hours premium rates for the Customer.
3.5 Any additional Goods and/or Services required that is not covered in the original quote may incur further time charge as well as cost of added Goods.
3.6 All prices and amounts noted in quotations and/or invoices are in Australian Dollars.
3.7 Specifications and prices given on any quotation are only relevant on that given quotation and are not applicable or transferrable to other circumstances.
3.8 All quoted prices are exclusive of GST unless otherwise indicated.
4. ORDERS
4.1 Any instructions Adelaide HVAC Services receives from the Customer for the supply of Services and/or Goods shall constitute acceptance of the contract and these Terms and Conditions. Further instructions may include verbal instructions to proceed, purchase order, written consent, signed quotation, paid deposit or any other form of confirmation from the Customer or through an authorised person/s acting on behalf of the Customer.
4.2 A quotation only becomes binding on Adelaide HVAC Services once the Company has provided written notice to the Customer that Adelaide HVAC Services has accepted the Customer’s order.
4.3 Once a quotation has been authorised by both Adelaide HVAC Services and the Customer, any further requests for alterations by the Customer may result in Adelaide HVAC services refusing the requested alterations, or alternatively a price variation or delay in Services and/or supply of Goods.
5. PAYMENT
5.1 All payments will be made according to the invoice provided to the Customer on completion of Services by Adelaide HVAC Services; this includes but is not limited to payment amount, payment date and payment method/currency.
5.2 All payments for Services and Goods supplied by Adelaide HVAC Services is to be paid in full 7 days from issue date of invoice, unless otherwise stipulated by the Company on the issued invoice.
5.3 A deposit may be required by Adelaide HVAC Services before any work will commence, this non-refundable deposit will be deducted from final payment as indicated on invoice.
5.4 In the case where work takes longer than 30 days to complete, Adelaide HVAC Services reserves the right to request progress payments. If progress payment is not received all works will cease until such payment is received.
5.5 In the event of non-payment, the Customer will be required to pay all legal costs, collection expenses and any other expenses incurred by Adelaide HVAC Services as a result of non-payment. Any monies received by Adelaide HVAC Services will first be applied to charges and expenses relating to non-payment, before being applied to outstanding invoices.
5.6 In the event the Customer considers the invoice to be incorrect or invalid, they shall notify Adelaide HVAC Services in writing within 7 days of invoice date of issue.
5.7 In the event that the Customer fails to make full payment for any Goods and/or Services provided by Adelaide HVAC Services, the Company and its employees have the right without prior notice to the Customer and without liability for trespass or any liability for damage resulting to enter the premises where the Goods are stored or installed in order to repossess such Goods.
5.8 The Customer shall not have the right to set off against or deduct from the price any sums owed or claimed to be owed by the Company to the Customer.
5.9 The Customer acknowledges that no refunds are available once Adelaide HVAC Services have commenced the Services and/or supplied the Goods.
5.10 Payment may be made by cash, cheque, electronic/online banking or credit card (a surcharge may apply per transaction).
6. PERSONAL PROPERTIES SECURITY ACT 2009 (PPSA)
6.1 The Customer acknowledges and agrees that these Terms and Conditions:
6.1.1 Constitute a security agreement for the purposes of PPSA; and
6.1.2 Create a security interest in all Goods and Services previously supplied to the Customer by Adelaide HVAC Services and all Goods and Services to be supplied to the Customer by Adelaide HVAC Services in the future.
6.2 The Customer undertakes to:
6.2.1 promptly sign any further documents and/or provide any further information which is to be complete, accurate and up-to-date, which Adelaide HVAC Services may require in order to;
6.2.1(a) Register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register (PPSR)
6.2.1(b) Register any other document required to be registered by the PPSA;
6.2.1(c) Correct a defect in a statement referred to in clause 6.2.1(a) or 6.2.1(b)
6.2.2 indemnify, and upon demand reimburse, Adelaide HVAC Services 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;
6.2.3 not register a financing change statement in respect of a security interest without the prior written consent of Adelaide HVAC Services;
6.2.4 not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Adelaide HVAC Services;
6.2.5 Immediately advise Adelaide HVAC Services of any material change in its business practices of selling Goods which would result in a change in the nature proceeds derived from such sales.
6.3 Adelaide HVAC Services and the Customer agrees that section 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms and Conditions
6.4 The Customer hereby waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA
6.5 The Customer waives its rights as a grantor and/or debtor under sections 142 and 143 of the PPSA.
6.6 Unless otherwise agreed to in writing by Adelaide HVAC Services, the Customer waives its rights to receive a verification statement in accordance with section 157 of the PPSA.
6.7 The Customer shall unconditionally ratify any actions taken by Adelaide HVAC Services under this clause (6).
6.8 Subject to any express provisions to the contrary nothing in these Terms and Conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
7. CUSTOMER RESPONSIBILITY
7.1 The Customer will ensure that Adelaide HVAC Services has the necessary unrestricted access to the site at which the Services will be conducted for the duration of such works. If the Customer fails to provide adequate access to necessary work sites within the agreed time frame for Services, then the Customer may be liable to pay for additional time as a result of Adelaide HVAC Services having to wait to gain necessary access.
7.2 Clearing and/or moving of furniture or other items blocking access to work areas is to be completed by the Customer prior to the time Adelaide HVAC Services work is scheduled to commence.
7.3 The Customer will ensure that the work site in which Adelaide HVAC Services are required to conduct the necessary work is a hazardous material free environment. The Customer accepts full responsibility for the resolution of any problems and for delays and additional costs which may result from the presence of any such materials in or around the work site.
7.4 The Customer agrees that any building and construction sites at which Adelaide HVAC Services will be conducting work will comply with all relevant and applicable Occupational Health and Safety laws relating to building and construction as complying with any other relevant safety standards and/or legislation.
7.5 The Customer will inform Adelaide HVAC Services of specific safety requirements of the work site, also of any work site incident or potential hazard that may arise during Services.
7.6 Adelaide HVAC Services will only conduct live work or undertake works near live conductors if it is deemed safe to do so by the Company. As such it may be necessary to disconnect or isolate parts of the installations in order to complete the required work, for which additional charges may result for the Customer.
7.7 Adelaide HVAC Services is not responsible for removal of any rubbish from or clean-up of the work site.
7.8 If the Customer is providing Goods or other Services for which Adelaide HVAC Services contracted work requires, then the Customer must have the site ready and Goods available on site at least 24 hours prior to the time Adelaide HVAC Services is scheduled to commence such Services.
7.9 The Customer will provide Adelaide HVAC Services with the necessary information within a reasonable time frame to enable required Services to be completed.
7.10 The Customer acknowledges and agrees that the site where Services have been requested of Adelaide HVAC Services is under ownership or management of the Customer and as such the Customer has authority to order any Services on site. The Customer shall give Adelaide HVAC Services at least 14 days prior written notice of a change of ownership or management of a site in which Adelaide HVAC Services is to conduct requested Services. The Customer will be liable for any loss incurred by Adelaide HVAC Services as a result of ownership and/or management change.
8. DELIVERY AND RISK/RETENTION OF TITLE
8.1 All Goods supplied to the Customer by Adelaide HVAC Services shall remain the property of the Company until payment is made in full by the Customer for any such Goods and Services as provided by Adelaide HVAC Services.
8.2 The Customer is responsible for insuring all goods, materials and work sites. Once Services commence by Adelaide HVAC Services the Customer is responsible for any damage or loss of any Goods as well as any damage of site.
8.3 Where the Customer has made delivery arrangements for Goods or Adelaide HVAC Services have arranged a carrier and paid the freight, the responsibility of Goods shall pass to the Customer upon the Goods being placed on the vessel or vehicle which is to deliver such Goods. Adelaide HVAC Services shall not accept any responsibility or liability for damage or loss incurred during transit. The Customer should insure the Goods for transit and list Adelaide HVAC Services as an interested party.
8.4 If any goods belonging to Adelaide HVAC Services are disposed of by the Customer or an insurance claim is made for such Goods, the monies received for such Goods will be held on trust by the Customer for Adelaide HVAC Services and will be payable immediately to the company.
9.CANCELLATION
9.1 Any request by the Customer to cancel an order or quote must be in writing.
9.2 Any cancellation of Services and/or Goods not in writing prior to 24 hours of the scheduled commencement date/time will incur a cancellation fee, at the discretion of Adelaide HVAC Services which may be up to the full amount of quote/order.
9.3 Adelaide HVAC Services reserves the right to immediately cancel any contract with the Customer for any supply of Goods and/or Services without incurring any liability to the Customer in any of the following circumstances:
9.3.1 The Customer is overdue with any payment or otherwise breaches these Terms and Conditions
9.3.2 The Customer enters into bankruptcy, liquidation, has a receiver or manager appointed over all or any parts of its assets or becomes insolvent
10. DEFECTS
10.1 The Customer must give Adelaide HVAC Services notice of any non-complying aspect of, or defects in the Goods and/or Services within 7 business days of delivery/completion of works, failure to do so will result in Adelaide HVAC Services being deemed to have fully discharged its obligations under these Terms and Conditions;
10.2 In the event Adelaide HVAC Services are deemed to have fully discharged its obligations as specified in clause 10.1, the Company will be released from any and all liability in relation to the Goods and/or Services supplied, except for the warranty given under these Terms and Conditions.
10.3 If a complaint regarding the defect in Goods is made within the time period specified in Clause 10.1, Adelaide HVAC Services will endeavour to thoroughly investigate complaint. Where defects in the Goods and/or Services provided by Adelaide HVAC Services have been identified by the Company, Adelaide HVAC Services is limited to at their discretion supply the Goods and/or Services again; or provide the cost of having the Goods and/or Services supplied again.
10.4 Adelaide HVAC Services will not be liable for any costs resulting from any delay in rectifying any fault in the Goods and/or Services or in assessing the Customers claim.
10.5 Adelaide HVAC Services will not be liable if the damage or defect is caused through any of the following;
10.5.1 the Customer failing to maintain any works and/or failure to follow instructions or guidelines provided by Adelaide HVAC Services;
10.5.2 accident or incident resulting in damage to Goods the Company will not be liable for any compensation to the Customer;
10.5.3 improper installation of Goods;
10.5.4 use of Goods in any other way than what is set out in quote, manufacturers guidelines and/or instructions from Adelaide HVAC Services;
10.5.5 fair wear and tear;
10.5.6 Goods modified or altered by other parties;
10.5.7 uncontrollable natural occurrence, including but not limited to storm, flood, fire
10.6 The Customer does not have the right to set off against or deduct from the price any sums owed or claimed to be owed to Adelaide HVAC Services, nor to withhold payment if invoice is in dispute due to defect. Payment will be made in full to Adelaide HVAC Services before any rectification or remedial claims are made.
11. WARRANTY
11. 1 Adelaide HVAC Services warrants that any Goods and/or Materials supplied will be of good quality and will reasonably fit for their purpose as designed. Adelaide HVAC Services warrants that work conducted will be completed with reasonable care and necessary skill and that all Services will comply with applicable Building Regulations in force at the time of works.
11.2 Adelaide HVAC Services will correct any defects in Services or Goods for a period of 12 months after work completion, in compliance with clause 10.1.
11.3 Goods not manufactured by Adelaide HVAC Services, will only have the manufacturers warranty, in which case Adelaide HVAC Services is not liable. However, Adelaide HVAC Services will endeavour where possible to extend to the Customer any condition, warranty and/or guarantee as provided by their own Supplier.
11.4 Adelaide HVAC Services is not accountable for any Goods and/or Services that have been changed, repaired or altered by other parties.
12. NON-AVAILABILITY AND SUBSTITUTES
12.1 Adelaide HVAC Services will endeavour to fulfil the Customers order for Goods, however, if particular Goods are not available through the Supplier Adelaide HVAC Services will not be held liable.
12.2 In the event that necessary Goods are not available through Supplier Adelaide HVAC Services will make every effort to find a reasonable substitute, additional charges for the Customer may result.
13. FORCE MAJEURE
13.1 Adelaide HVAC Services is not liable for any failure or delay in Services or supply of Goods where such delay is wholly or partly due to anything beyond the Company’s control. This includes but is not limited to war, strikes, lockouts, industrial disputes, government restrictions or transport delays, fire, storm, theft, vandalism, riots, uncontrollable natural force or accidents of any kind.
13.2 If such failure or delay exceeds 60 days the Customer may terminate the impacted Contract by giving written notice to Adelaide HVAC Services. This clause does not cancel the obligation to pay for Services and Goods already supplied.
14. LIMITATION OF LIABILITY
14.1 To the maximum extent permitted by law, Adelaide HVAC Services, shall under no circumstances be liable in any way to the Customer for any form of loss, damage or expense (including but not limited to loss of profit, loss of income, loss of rental, loss of production or any penalty that may be imposed on the Customer) sustained or incurred by the Customer or any other party in consequence of or resulting directly or indirectly out of the supply of Goods or Services by Adelaide HVAC Services, under these Terms and Conditions.
14.2 Adelaide HVAC Services shall be under no liability to the Customer for any indirect or consequential loss and/or expense (as outlined in clause 14.1) suffered by the Customer arising out of a breach by the Company of these Terms and Conditions.
14.3 Adelaide HVAC Services total liability to the Customer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the contract amount of the order payable by the Customer to Adelaide HVAC Services.
14.4 The Customer agrees to indemnify and forever hold harmless Adelaide HVAC Services, its employees, directors and contractors against all liability, loss, damage and expense of any nature, including legal fees, arising out of the Goods and/or Services supplied by Adelaide HVAC Services.
14.5 Adelaide HVAC Services will not be liable to the Customer for any statements, guarantees, warranties or conditions not contained in these Terms and Conditions.
15. LAW AND JURISDICTION
15. Any contract incorporating these Terms and Conditions shall be governed and interpreted in accordance with the laws of the State of South Australia and the Customer will submit to the jurisdiction of the Courts of that State.
16. PRIVACY
16.1 The Customer acknowledges that Adelaide HVAC Services collects personal information including but not limited to contact details, bank account details, insurance details and credit information for internal use.
16.2 The privacy of the Customer’s personal information is of importance to Adelaide HVAC Services. The company will endeavour to respect the Customers privacy and protect personal information of the Customer.
16.3 The Customer acknowledges that Adelaide HVAC Services may disclose or acquire the Customers personal information to a credit reporting agency.
16.4 The Customer acknowledges that Adelaide HVAC Services may disclose the Customer’s personal information to a collection agency with the purpose of receiving any or all of sums unpaid.
17. INTELLECTUAL PROPERTY
17.1 All information provided by Adelaide HVAC Services is confidential.
17.2 Any plans, drawings, specifications, estimates and prices provided by Adelaide HVAC services are not to be released to any third party without the written consent of the Company or to be used by the Customer apart from these Terms and Conditions.
17.3 The Customer acknowledges and agrees that all designs and/or instructions provided to Adelaide HVAC Services will not cause the Company to infringe any patent, registered design or trademark in the carrying out of the Customers order.
17.4 Copyright in all plans, drawings and designs remain with Adelaide HVAC Services.
17.5 All plans, drawings and designs remain the property of Adelaide HVAC Services.
18. SUB-CONTRACT
18.1 Adelaide HVAC Services may Sub-contract any or all Services as well as manufacture and supply of Goods without the Customers consent.
19. DISPUTE RESOLUTION
19.1 In the event that either the Customer or the Company claim that a dispute has arisen, details specifying the dispute must be provided to the other party.
19.2 In the case that such notice is given to the other party regarding the arising of a dispute, mediation is the preferred form of dispute resolution.
19.3 If the dispute is not resolved within 7 days then it shall be referred to an expert agreed to by both Adelaide HVAC Services and the Customer.