Terms and Conditions for Limelight Electrix Pty Ltd.
Unless otherwise agreed in writing these terms apply to all dealings between the Company and the Customer.
Definitions and Interpretation
To avoid doubt the following definitions apply to these Terms:
Company means Limelight Electrix Pty Ltd and/or its successors and assigns;
Contract means an instruction from the Customer to the Company to supply goods and/or services;
Customer means the person, company, partnership, trust, government body and any other person or organisation that enters into any agreement with the Company;
Goods mean physical and intangible property of any description;
Order means an instruction from the Customer to supply goods and/or services;
Quotation means a written submission of price submitted by the Company but does not constitute a binding offer unless stated otherwise in the quotation;
Premises mean the place where delivery and/or services will be undertaken.
Services means services, installations, maintenance and all other tasks.
Consultation - An obligation free quotation over the phone can be given by Limelight Electrix, however if more work is required or a change of scope is given, then quotations will then be updated.
1. Ordering and Acceptance
1.1 Whilst the Company may accept verbal or phone orders at the Company’s sole discretion, orders must be in writing and duly signed or authorised by the Customer.
1.2 All orders for Goods/Services are accepted and supplied strictly on the Company’s Terms. Any terms or conditions of the Customer’s order deviating from or inconsistent with these Terms are expressly excluded and rejected by the Company. This exclusion and rejection includes any statement by the Customer that the Customer’s terms and conditions shall prevail.
1.3 A binding contract will be established when the Customer instructs the Company to commence work or order Goods on the Customer’s behalf and the Customer will be liable for all costs in the event of cancellation.
1.4 “The Customer” is the person, company or body that instructs the Company to supply Goods and warrants they have the authorisation needed to do so.
1.5 The Customer agrees that in the event of any dispute concerning an order including, but not limited to, changes to the order, instructions, variations, question of identity and/or authority, or the contents of telephone, facsimile or email notifications that the internal records of the Company will be prima facie evidence of what was ordered.
1.6 The Customer shall give the Company at least fourteen (14) days prior written notice of any change of ownership of the premises where the Company is undertaking the work and to any change in the Customer’s name, address and contact details.
1.7 Each order placed by the Customer shall and be deemed to be a representation by the Customer that it is solvent and will remain solvent. The Customer shall inform the Company of any facts which could affect the Company’s decision to accept any order and/or to grant credit, such as, but not limited to, insolvency, potential insolvency or bankruptcy or the likelihood thereof. Failure to inform the Company of any such factors shall be deemed to create an inequality of bargaining position and be unconscionable, misleading and deceptive thereby rendering the person placing the
order liable to pay all money owed by the Customer to the Company.
2. Price and Payment
2.1 The Company’s prices are subject to change without notice and the Company reserves the right to apply revised prices to orders not already invoiced or delivered to the Customer.
2.2 Estimates are not quotations and are subject to change. Unless stated otherwise GST and other applicable taxes shall be added to the price.
2.3 Quotations are based on costs at the time of quotation and are subject to change if the Customer does not accept the quotation within the period specified on the quotation or within seven days if no period is shown.
2.4 Price estimates for “bought-in” materials such as, but not limited to, electrical components are indicative and subject to revision on arrival.
2.5 If the Customer requires urgent completion of an order the Company may increase the price to cover overtime or other extra costs incurred as a result.
2.6 The Company reserves the right to increase prices if the Customer requests changes to quantities, specifications, delivery dates and any other changes or fails to provide the Company with clear or adequate instructions or information.
2.7 Emergency callouts will be charged in accordance with time, travel, materials and other costs incurred by the Company and the Customer shall be liable for payment for the work done regardless of whether the order is completed or not.
2.8 At the Company’s sole discretion, the Company may require a non-refundable deposit before procuring materials or commencing work on the Customer’s order.
2.9 Payment is strictly on the basis of the Company’s payment terms as introduced from time to time. If no specific payment terms have been agreed, payment must be made immediately upon request by the Company, time being of the essence as to this obligation.
2.10 Payment shall only occur when cleared funds from the Customer have been received by the Company for all amounts outstanding.
2.11 Unless agreed otherwise by the Company in advance, Goods shall be invoiced to the Customer in full (or in part for partial delivery) immediately the Goods are collected by or dispatched to the Customer or upon the Company advising the Customer that the Goods are available for collection or dispatch.
2.12 If the Company agrees to accept payment by credit card the Company reserves the right to recover the credit card commission.
2.13 The company may, at its sole discretion and without prejudice to its other rights and remedies, withhold supply and demand immediate payment of all amounts owed if the Customer’s account is overdue or the Company is concerned over the Customer’s ability to pay.
2.14 The Customer shall not be entitled to set off against any monies owed (or allegedly owed) to the Customer by the Company or withhold payment or deduct money from an invoice because a portion of the invoice is disputed by the Customer.
2.15 The Company can demand immediate payment of any or all amounts owed even if they are not currently due if the Customer becomes insolvent, or in the Company’s opinion appears to be insolvent, or proposes or enters into an arrangement with creditors or an administrator, receiver, liquidator or similar person is appointed in respect of the Customer or any asset of the Customer.
3. Off-Premises Services
3.1 “Off-premises services” are defined as all work undertaken by the Company in premises, sites or mines other than the Company premises.
3.2 The Company’s charges and ability to perform off-premises services are based on the Company having unhindered access to the premises, site or mine and additional charges may apply if this is not provided.
3.3 If the Company is unable to complete off-premises repairs or services for any reason the Company shall be entitled to payment for work done and for callout expenses and shall not be liable for any alleged losses or damages incurred by the Customer or any other parties.
3.4 Prior to commencement of work the Customer is responsible for locating all above and below ground hindrances and/or obstructions and to inform the Company of their location. These shall include (but not limited to) telephone, gas, water, electricity, stormwater, reticulation, sewers and any other obstructions or hindrance. The Customer shall indemnify the Company from all extra costs incurred by the Company and for all claims that may occur from any parties as a result of any damage, alleged damage or delays caused as a result of such obstructions.
3.5 The Company has a safe working environment policy for its personnel, contractors and others in the Company’s care. The Customer shall promptly notify the Company in writing of any hazards or potential hazards including (without limitation) asbestos or other risks that may be encountered in providing the Goods/Services and the Customer fully indemnifies the Company from all claims for personal injury and all other claims made by the Company’s personnel, contractors, agents or other parties.
4. Delay and Delivery
4.1 The Company accepts no responsibility for delays in completion of work or delivery of Goods as a result of delay in receipt of materials and any such delays shall not be grounds for repudiation of the contract.
4.2 Delivery takes place when the Customer collects the Goods from the Company’s premises.
4.3 Delivery of Goods to be installed by the company in the Customer’s premises or in other premises, sites or mines in accordance with the Customer’s instructions shall take place immediately the Company delivers the Goods to the requested premises, site or mine.
4.4 If the Customer request the Company to deliver Goods to the Customer’s premises or to other premises, sites, mines or to a third party or requests that a carrier collects the Goods delivery shall take place when the Goods leave the Company premises and the third party and/or carrier is deemed to be the Customer’s agent.
4.5 Unless otherwise specified in the Company’s quotation the Customer is responsible for all delivery costs.
4.6 A certificate purporting to be signed by an officer of the Customer confirming delivery shall be prima facie evidence of delivery as shall any signed delivery docket.
4.7 For Goods delivered in instalments each delivery will be a separate contract and shall be invoiced separately.
4.8 The Company accepts no responsibility for any losses or alleged losses occurring as a consequence of any delay in completion of the Customer’s order or for any losses or alleged losses occurring after completion of the order or for any losses or alleged losses arising from the Company’s inability to complete the order.
4.9 The Customer shall not be relieved from its obligations to the Company for any delays arising from the Company’s inability to complete the Customer’s order.
4.10 If Company is required to enter any property, site or mine for delivery or performance of Services the Company accepts no responsibility for any loss or damage caused as a result of delivery or attempted delivery or performance of Services.
5. Warranty, Claims, Returns and Liability
5.1 All warranties on Goods supplied by the Company shall be the warranty, if any, provided by the manufacturer or importer of those Goods and the Company shall have no further warranty obligations whatsoever apart from those prescribed by law that entitle persons or entities to product replacement, repair, refund and other prescribed or awarded benefits.
5.2 The Customer is responsible for all removal costs for Goods that are required to be returned to the company or to the maker or importer.
5.3 The workmanship warranty for electrical and other installation work undertaken by the company shall be two years from the date of completion of the contracted work.
5.4 All warranties exclude fair wear and tear and damage or loss attributable to events beyond the Company’s control such as, but not limited to, neglect, misuse, fire, accidents, exposure to the elements, power surges and/or failure or interruption of electricity supply, water/flood, vandalism and lack of proper maintenance.
5.5 If the Customer or any other party attempts to repair, mal-operate or modify Goods/Services supplied by the company or otherwise interferes in any way with components, wiring or other equipment installed by the Company the Company shall be relieved of its warranty and all other obligations.
5.6 The Company shall have no warranty or any other obligations if the Customer has not fully paid for the Goods by the due date for payment.
5.7 Claims and defect requests must be notified to the Company within three (3) working days of delivery or completion of contract (time being of the essence) specifying the alleged defect and no claims shall be accepted by the Company thereafter except those specified by statute.
5.8 For returns to be accepted the Company must first agree to accept the return and freight, if applicable, is payable by the Customer.
5.9 The Company’s maximum liability for any claim will not exceed the price received by the Company in respect of the Goods or the cost of the contracted Services carried out by the Company. The Company shall not be liable for any further payments either to the Customer or to any other parties for any alleged losses, damages, indirect and/or consequential loss and/or expense except where the Customer is defined as a consumer within the meaning of the Commonwealth Competition & Consumer Act 2010 and amendments thereto.
5.10 If the Customer requests the Company’s help in the selection of Goods all such help shall not be considered as advice or a warranty or an expert opinion or a declaration of fitness for purpose unless the Customer has in advance totally informed the Company in writing of all facts, risks, operating environment and all changes that may occur thereto. Unless the Customer has fully advised the Company of all such facts the Company accepts no liability whatsoever and the Customer fully indemnifies the Company from any and all claims made by the Customer or any other parties.
6. Brochures and Other Literature
Because brochures, publications, guides and other literature provided by the Company are compiled by the Company’s suppliers and/or makers of the Goods, the Customer acknowledges and agrees that it is unreasonable for the Company to warrant they are free from errors or omissions and the Customer indemnifies and keeps the Company indemnified from all claims, liabilities that may arise from any such errors and omissions.
7. Force Majeure
The Company shall not be liable for any default or delay due to any act of God, war, power, equipment failure, terrorism, strike, lock-out, industrial action, fire, flood, storm or other events beyond the Company’s control.
8.1 All risks pass to the Customer upon delivery as defined in these Terms and it is the Customer’s responsibility to arrange insurance.
8.2 If any Goods are damaged, destroyed or stolen during or after delivery and prior to payment being received by the Company the Company is entitled to either payment in full or to the insurance proceeds for the Goods. Presenting these terms to the Customer’s insurers is sufficient evidence of the Company’s rights to the insurance proceeds.
8.3 Risk in all goods left with the Company remains with the Customer and the Company is not responsible for any damage thereto.
9. Default, Interest, Costs and Penalties
9.1 The Company reserves the right to charge interest at 2.5% a month from the day the account becomes overdue and compounded monthly until all outstanding monies have been paid in full.
9.2 If an account is more than thirty days overdue, administration costs of twenty five dollars ($25) or ten percent (10%) (whichever is greater) up to a maximum of two hundred and fifty dollars ($250.00) shall be charged to the Customer and payable immediately.
9.3 The Customer shall indemnify and reimburse the Company for all costs and disbursements in collecting outstanding debts from the Customer which shall include dishonour fees, full legal costs on a solicitor-own-client basis, collection agency costs, investigators costs, court, judgement enforcement and bailiff fees, search agent costs, time, travel and all other collection costs.
9.4 If the Customer breaches any of its obligations the Company may exercise all its rights plus suspend or terminate the supply of Goods/Services and the Company will not be liable for any alleged loss or damage suffered by the Customer or any other parties as a result of exercising its rights.
9.5 The Company may sell any property of the Customer which it holds to offset monies owed by the Customer and will not be liable for any alleged loss as a consequence of such sale. The Company is only liable to account for any balance from the sale proceeds after all outstanding debts and costs of sale have first been met.
10. Security for Payment
10.1 If the Company allows the Customer extra time to pay monies or perform obligations for which no guarantees or other securities have been provided, the Company may require security for payment including a guarantee by a director or other persons connected with the Customer.
10.2 Any requirement for security or guarantees is without prejudice to other rights or remedies the Company may have and does not affect the reservation of title in Goods/Services supplied to the Customer.
11. Personal Property Securities Act 2009 (“PPSA”) and Personal Property
Securities Register (“PPSR”)
11.1 If any clauses in these Terms contravene any provisions in the PPSA, or amendments thereto, such clause or clauses shall be deleted without affecting the validity of the remaining clauses of these Terms.
11.2 The Customer and all other parties such as, but not limited to, the owner(s) of the property where the Company’s Goods are located, the Customer’s bankers, finance companies, receivers, liquidators or other insolvency officials are hereby notified that ownership and possession of the Company’s Goods and all other property are subject to “Perfected Security Interests on the PPSR”.
11.3 The Company may have and is entitled to have a “Purchase Money Security Interest” (“PMSI”) and/or other Security Interests on the PPSR for Goods/Services delivered but not paid for and for other Goods and property of the Company and ownership and possession remains with the Company until all moneys have been paid in full and all other obligations of the Customer to the Company have been satisfied.
11.4 In the event that the Company’s Security Interests have not been perfected the Customer acknowledges and agrees that these Terms create a Security Interest in the Secured Property and consents to the Company registering a Security Interest on the PPSR and to provide all assistance required by the Company to register, perfect and retain the integrity of the Company’s Security Interests.
11.5 The Customer must not create or permit any other parties to create any form of Security Interest, including but not limited to, a Financing Statement, a Financing Change Statement on the Company’s Goods and other Property on the PPSR or in any other Register or charge document..
11.6 With regard to Section 64 of the PPSA the Customer warrants that under no circumstances shall the Customer permit a bank or other financial institution to register a “super priority security interest” or any other priority security interest on the PPSR on the Company’s unpaid-for Goods and/or any other property that may be in premises or on sites that are not under the Company’s direct control.
12. Passing of Title/Reservation of Title in Goods/Services
12.1 Notwithstanding delivery of the Goods and the passing of risk to the Customer title remains with the Company until all money has been paid in full and the Customer has fulfilled all its obligations to the Company.
12.2 Until all events in 12.1 occur title in the Goods and other property of the Company that may be in Customer’s possession remains with the Company as unpaid vendor and/or owner of the property and the Customer may only hold the Goods/property as fiduciary agent and bailee for the company’s benefit. Whilst holding the Goods/property of the Company as fiduciary agent/bailee, the Customer shall ensure they remain identifiable as the Company’s Goods/property and safely store and insure
them for loss or damage for the Company’s benefit and keep all proceeds of sale in a separate account that is clearly identified as being the sale proceeds of the Company’s Goods/property.
12.3 For Goods on which title has not passed to the Customer, the Company can instruct the Customer to return them (or any part of them) to the Company if the Customer’s obligations under these Terms have not been fulfilled.
12.4 The Customer will not charge the Goods in any way or grant or otherwise give any interest in the Goods until clean title passes to the Customer.
12.5 If the Company becomes aware of a breach of these Terms or of an insolvency event (or likelihood of such an event) the Company and/or any representative of the Company may as the invitee of the Customer enter upon or into the site and/or premises where the Company may believe the Goods and other property are stored to inspect and/or remove them and the Company shall not be liable for any alleged loss or damage as a consequence of such inspection and/or removal and without being exposed to any claim by the Customer or any other parties for trespass, detinue, conversion, or for any other reasons.
12.6 The Company can issue proceedings to recover the price of the Goods/Services even if ownership has not passed to the Customer.
13. The Commonwealth Competition and Consumer Act 2010 (“CCCA”)
These Terms are not intended to have the effect of contracting out of any provisions of the CCCA and amendments thereto except where permitted by law. If the Customer buys Goods/Services as a consumer these terms shall be subject to protection of consumers’ rights legislation and shall not affect the consumer’s statutory rights. If any clauses in these Terms contravene any provisions in these Acts such clause or clauses shall be deleted without affecting the validity of the remaining clauses of these Terms.
14. Set Off
14.1 The Company shall be entitled to set off against any monies owed to the Customer an amount equal to the total of all monies at such time then owed by the Customer or on the Customer’s behalf to the Company.
14.2 The Company shall be entitled to apply any monies received from or on behalf of the Customer to any and all amounts owed by the Customer as it sees fit and the Customer waives any rights of notification of any such allocation.
15. No Waiver
No waiver by the Company of any rights or provisions of these Terms shall at any time be deemed or implied to limit or exclude any of the Company’s rights against the Customer under these Terms.
16. Privacy Act
The Customer and/or the guarantor/s agree and consent to the Company obtaining and exchanging credit information from the Customer’s suppliers or other parties nominated by the Customer and for the Company to obtain reports and other information from credit reporting agencies and other sources on credit information about the Customer in relation to credit provided by the Company and the ability of the Customer to pay its bills as and when they fall due.
The Company can cancel orders from the Customer without notice if the Customer breaches any conditions of these Terms or becomes or is in jeopardy of becoming insolvent (or dies if the customer is a natural person) and all outstanding monies owing to the Company shall be payable immediately together with monies owing to third parties for contracts entered into for the Customer’s benefit.
18. Customer Restructure
18.1 The Customer shall notify the Company in writing of any change in its structure, including any change in ownership or sale of any material part of its business within 7 days of any such change. The Customer will be liable to the Company for any purchases from the Company and for all maintenance and other contracts with the Company until such notice is given.
18.2 The Company reserves the right to review or withdraw any credit facilities granted to the Customer and to review or cancel all contracts upon any change in the Client’s structure, change in ownership or sale of any material part of its business.
Notices from the Company to the Customer are served when delivered by hand, sent by mail, document exchange, facsimile or email and shall be treated as given when: if delivered by hand when delivered; if sent by mail or document exchange, 48 hours after posting; if sent by fax, and/or email when the fax machine confirms transmission or when the email system confirms transmission. A notice given after 5pm and/or on a day which is not a Business Day is treated as given on the next following Business Day.
If a dispute arises between the Company and the Customer and a solution thereto is contained in these Terms then such solution shall be a binding full and final settlement of the dispute. If no solution to the dispute exists in these Terms and the dispute cannot otherwise be resolved within 30 days from the date of the dispute then either party can refer the matter to a mediator. If neither party can agree on the mediator the dispute shall be referred to a mediator in accordance with the ‘Governing Law & Changes to Terms of Trade’ clause in these Terms. The Customer shall be liable for the full costs of the mediation and if this contravenes the Governing Law the parties will equally contribute to the cost of the mediation.
Should any clause or clauses of these Terms be invalid for any reason then such clause or clauses or parts thereof shall be deleted without affecting the validity of the remaining portions of these Terms.
22. Governing Law & Changes to Terms of Trade
22.1 The laws of Australia apply to these Terms and to all contracts or other agreements between the Company and the Customer and are subject to the jurisdiction of the courts of Western Australia.
22.2 These Terms can only be amended with the written consent of the Company.
22.3 The Company reserves the right to alter these Terms and such changes will be effective from the date these changes are notified to the Customer. The Customer will be deemed to have accepted these Terms and any changes thereto upon placing further orders with the Company.
22.4 The Company may license or sub-contract all or any part of its rights and obligations without the Customer’s consent. If not already supplied a larger print version of these Terms is available upon request.
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