MELBOURNE BUILDING TECHNOLOGY (VIC) PTY LTD

Trading Terms & Conditions

1. Definitions

In these Terms:

‘ACL’ means the Australian Consumer Law Schedule of the Competition and Consumer Act.

‘Agreement’ means any agreement for the provision of services by the Supplier to the Customer.

‘Consumer’ is as defined in the ACL and in determining if the Customer is a consumer, the determination is made if Customer is a consumer under the Agreement.

‘Customer’ means the person, jointly and severally if more than one, acquiring services from the Supplier.

‘GST’ means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended.

‘Supplier’ means Melbourne Building Technology (VIC) Pty Ltd ACN 096 202 452

‘Services’ means all services supplied by the Supplier to the Customer, whether itself or through a contractor or sub-contractor, including not restricted to maintenance and other services.

‘Terms’ means these Terms and Conditions of Trade.

2. Basis of Agreement

2.1 Unless otherwise agreed by the Supplier in writing, the Terms apply exclusively to every Agreement and cannot be varied or replaced by any other terms, including the Customer’s terms and conditions of engagement (if any).

2.2 Any quotation provided by the Supplier to the Customer for the proposed supply of service is:

(a)    valid for 30 days

(b)   an invitation to treat only

(c)    only valid if in writing.

2.3 The Terms may include additional terms in the Supplier’s quotation, which are not inconsistent with the Terms.

2.4 An Agreement is accepted by the Supplier when the Supplier accepts, in writing or electronic means, an offer for engagement from the Customer or provides the Customer with the services.

2.5 The Supplier has absolute discretion to refuse to accept any offer.

2.6 The Customer must provide the Supplier with its specific requirements, if any, in relation to the services.

2.7 The Supplier may vary or amend these Terms by written notice to the Customer at any time. Any variations or amendments will apply to orders placed by the Customer after the notice date.

3. Pricing

3.1 Prices quoted for the supply of services are exclusive of GST and any other taxes / duties imposed and or in relation to services.

3.2 If the Customer requests any variation to the Agreement, the Supplier may increase the price to account for the variation.

3.3 Where there is any change in the costs incurred by the Supplier in relation to services, the Supplier may vary its price to take account of any such change, by notifying the Customer.

3.4 Where the Supplier is required to hire specialist equipment to complete the services, any such hire costs will be charged to the Customer as cost plus arrangement.

4. Payment

4.1 Unless otherwise agreed in writing:

(a)    Subject to 4.1 (b) full payment for the services must be made within 30 days of the date of the suppliers invoice.

(b)   The Supplier reserves the right to require:

(i)                 payment in full immediately on completion of the services.

(ii)               Payment of a deposit before commencing the services

Customer for the services provided.

4.3 Payment by cheque is not deemed made until the proceeds of the cheque have cleared.

4.4 Payment terms may be revoked / amended at the Supplier’s discretion immediately upon giving the Customer written notice.

4.5 The time for payment is of the essence.

5. Payment Default.

5.1 If the Customer defaults in payment by the due date of any amount payable to the Supplier, then all money which would become payable by the Customer to the Supplier at a later date on any account becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any of its other accrued or contingent rights:

(a)    charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (VIC) plus 2% for the period from the due date until the date of payment in full

(b)   charge the Customer for, and the Customer must indemnify the Supplier from, all costs and expenses (including without limitation all legal costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Agreement, or to recover any sum due

(c)    cease or suspended supply of any further services to the Customer

(d)   by written notice to the Customer, terminate any uncompleted Agreement with the Customer

5.2 Clauses 5.1 (c )  and (d) may also be relied upon, at the Suppliers option:

(a) where the Customer is a natural person and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally,

or

(b) where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, administrator, receiver or manager or similar functionary appointed in respect of its assets, or any action is taken for, or with the view to, the liquidation

Of the Customer.

6. Customer’s Obligations

6.1 The Customer warrants that:

(a)    all information provided by it to the Supplier regarding the services is accurate, and

(b)   it is entitled to request the services

6.2 It is the Customer’s responsibility to provide the Supplier with its specific requirements (if any) in relation to the services.

7. Performance of Agreement

7.1 The Customer agrees that the Supplier may, at its discretion, engage contractors or subcontractors to assist it to provide the whole or any part of the services.

7.2 Any period or date for the provision of services stated by the Supplier is an estimate only and not a contractual commitment. If the Supplier cannot complete the services by any estimated date, it will do so within a reasonable time.

7.3 The Customer indemnifies the Supplier against any loss or damage suffered by the Supplier, its contractors, sub-contractors, employees or agents as a result of providing the services, except where the Customer is a consumer and the Supplier has not used due care and skill.

8. Liability

8.1 Except as the Terms specifically state, the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, design or performance of the services or any contractual remedy for their failure.

8.2 If the Customer is a consumer nothing in these Terms restricts, limits or modifies the Customer’s rights or remedies against the Supplier for failure of a statutory guarantee under the ACL.

8.3 If clause 8.2 does not apply, then other than as stated in these Terms the Supplier is not liable to the Customer in any way arising under or in connection with provision of the services.

8.4 Unless clause 8.2 applies, where any alleged non-compliance with the Agreement is accepted by the Supplier, the Supplier’s liability to the Customer is limited to (at the Supplier’s option):

(a)    the re-supply of the services

(b)   the refund of the purchase price, or

(c)    the cost of having the services re-supplied.

8.5 The Supplier is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party, except to the extent of any liability imposed by the ACL.

8.6 The Customer acknowledges that it has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by the Supplier in relation to the services.

8.7 Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting, modifying the application of any State or Federal legislation applicable to the supply of services which cannot be excluded, restricted or modified.

9. Cancellation

9.1 If the Supplier is unable to provide the services, then it may cancel the Customer’s order (even if it has been accepted) by written notice to the Customer.

9.2 No purported cancellation or suspension of an order or any part of it by the Customer is binding on the Supplier once the order has been accepted.

10. Inspection

10.1 The Customer must inspect the services and satisfy itself that the services have been provided in accordance with the Agreement. If the Customer is not so satisfied, it must notify the Supplier in writing within 2 days of completion of services.

10.2 Without limiting the Supplier’s liability and the Customer’s rights under clause 8, if the Customer fails to give the notice as required in clause 10.1, it is deemed to have accepted the provision of the services and will be bound to pay for them.

11. Force Majeure

11.1 The Supplier is not liable in any way howsoever arising under the Agreement to the extent that it is prevented from acting by events beyond its reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, acts of God, environmental conditions, acts or threats of terrorism or war. If an event of force majeure occurs, the Supplier may suspend or terminate the Agreement by written notice to the Customer.

12. Miscellaneous

12.1 The law of Victoria from time to time governs the Terms. The parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and of courts entitled to hear appeals from those courts.

12.2 The Supplier’s failure to enforce any of these Terms shall not be construed as a waiver of any of the Supplier’s rights.

12.3 If a clause is unenforceable it must be read down to be enforceable or, if it cannot be read down, the term must be severed from the Terms, without affecting the enforceability of the remaining terms.

12.4 A notice must be in writing and handed personally or sent by email, facsimile or prepared mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by facsimile or email are deemed received on confirmation of successful transmission.

12.5 The parties may agree for the Supplier to provide additional services to the Customer from time to time. Any such additional services will be provided on the terms and conditions of this Agreement.