The following constitutes the Terms of Trade between Climate Systems (2017) Limited being the company supplying the Services and/or Goods (‘us, we, our etc.’), and you being the person or entity receiving our Services and/or Goods (‘you, your etc.’):
“Client” is the party who has requested us to undertake the Services.
“Report” means any Report or statement supplied by us based on the instructions received from the Client.
“Services” are all services supplied to you by us and as described in any invoice, quotation and/or any other document provided to you by us.
“Goods” are all goods and materials supplied to you by us and as described in any invoice, quotation and/or any other document provided to you by us.
“Disbursements” include the cost of any expense incurred on your behalf (for example, all reasonable photography, reproduction of drawings, diagrams, sketches and printing).
“Price” is the cost of the Services as determined by us and any other amounts owing to us by you.
“Equipment” is all machinery or other products used by us in supplying our Services.
“Premises” is the property where you have directed us to carry out our Services.
- Quotation - where a quotation has been given for work to be performed, the quotation remains valid for 20 working days. We may withdraw that quotation at any time prior to acceptance. The quotation is based on costs and charges at the day of quotation. Any changes in costs arising from sources beyond our control, such as changes in the price charged by suppliers or any other reason, will be charged to your account.
- Price - is the cost of the Services and/or Goods as determined by us and any other amounts owing to us by you. We reserve the right to determine a minimum value for the Services and/or Goods supplied. We may review the Payment Terms, not more than six monthly. Any change in the Payment Terms will be notified one month before the changes come into effect. We will not be bound by any error or omission made by us on any invoice, quotation, estimate or any other document issued by us.
- GST - our prices referred to in these Terms and in any invoice, quotation or estimate given are deemed exclusive of Goods and Services Tax (unless stated otherwise), and GST must be paid (where applicable) on the Services and/or Goods as invoiced by us.
- Deposit - in some situations, a deposit to cover a percentage of the Price of any Services and/or Goods will be charged, where required this will be clearly set out in any quotation.
- Acceptance - any instructions received by us from you for the performance of Services and/or supply of Goods and/or your acceptance of Supplies and/or Goods supplied by us will evidence your acceptance of these Terms. We retain the right to terminate any instructions received by us from you for the performance of Services and/or supply of Goods, if the information provided is false or misleading or if any issue arises as to your credit worthiness. However, in the event that an issue arises as to your credit worthiness we may also, at our sole discretion, continue providing Services and/or Goods upon payment in advance of Services and/or Goods being supplied.
- Variation/Waiver - no variation or waiver of these Terms shall be valid, including any oral representations, which are inconsistent with these Terms, unless agreed in writing.
- Cancellation - we may cancel any instructions received by us from you for the performance of Services and/or supply of Goods at any time. We will not be liable for any loss or damage arising from such cancellation. You may cancel any instructions received to us from you for the performance of Services and/or supply of Goods by providing seven days written notice, in the event of cancellation by you, you will remain liable for the full cost of all Services and/or Goods provided up to and including the date of cancellation.
- Payment Terms - all accounts are due for payment within three days of the date of the invoice unless otherwise agreed to in writing. If you have more than one account with us, we have the right to combine those accounts and set off any amount between those accounts. We may transfer any overdue amounts you owe us to a third party for collection after notice to you.
INSTORE PAYMENTS We have eftpos and credit card payment options available in store - we charge a 2.5% credit card surcharge on this option.
- Your Responsibilities
- You will ensure that all information you provide us is complete and accurate. You must update us when your information changes (for example; if you change your contact details or address for service).
- You will provide us with safe access on to, out of and around the Premises. You will ensure that the areas where we are carrying out our Services are free from hazards that may cause harm to us or our machinery. You will pay any costs or expenses we reasonably incur repairing or replacing any of our Equipment and/or to anyone else’s property that is damaged due to hazards at the Premises. You will bear the costs of any damage caused to you or the Premises.
- You will pay us the full Price for all Services and/or Goods provided to you by us.
- You will use our Services and/or Goods for lawful purposes only.
- Our Responsibilities
- We will use all reasonable skill and care in providing our Services to you.
- We will act in a competent and professional manner and use people with the necessary qualifications and/or training in providing our Services to you.
- We give no other guarantees, representations or warranties, unless they are set out in writing from us or we are required to by law.
- Your Information - you authorise us to collect and hold such commercial, financial and personal information about you as is necessary for assessing your credit worthiness, trading status, obtaining credit statements, marketing any Goods and/or Services provided by us, or enforcing our rights under these Terms and you also authorises us to disclose such information to other parties for those purposes. You acknowledge that any information given is true and correct, and that you will notify us if your information changes at least seven days prior to any such changes taking effect. If you are a natural person, the authority given pursuant to this clause shall constitute sufficient authority for the purposes of the Privacy Act 1993, and you acknowledge that you have the right to access that information, and request corrections to it.
- Claims as to Goods - you shall inspect the Goods upon delivery and advise us in writing within 14 days of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. You will provide us with an opportunity to inspect the Goods within a reasonable timeframe following receipt of your notice and before any use is made of the Goods. We will accept the return of the Goods from you where they are defective in quality and where possible will replace or repair those Goods. A credit note may be issued and will be at our sole discretion. If you do not comply with this provision, the Goods will be conclusively presumed to be in accordance with the agreement and free from any defect or damage which would be apparent on a reasonable examination of the Goods and you will be deemed to have accepted the Goods and have waived any and all claims arising from any unidentified defect(s) in the same.
- Security Agreement - in accepting these Terms, you are entering into a valid security agreement under the Personal Property Securities Act 1999 (the ‘PPSA’), and you accept that we may register a financing statement on the Personal Property Securities Register to give us a Perfected Security Interest in any Goods supplied or proceeds of the sale of Goods. Any Goods supplied by us shall remain our property until paid for in full or while any money is due to us. If any money remains unpaid or you are in breach of any obligation to us, we or our agents are authorised by you to enter the Premises to recover and resell any or all of the Goods. You agree that sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall not apply on the enforcement by us of any security interest created or provided for by this application to which Part 9 of the PPSA applies. You also waive any rights you may have under sections 116, 119, 120(2), 121, 125, 129 and 131 of the PPSA on such enforcement.
- Risk & Loss - all risk in Goods shall pass to you upon delivery. Any loss arising from theft, destruction or damage from whatever cause shall be borne by you.
- Materials Supplied by You - where you supply any fixtures, fittings, pipes or any other materials (‘Materials’) used by us in the course of our Services, that we consider to be unfit for purpose, we reserve the right to refuse to use the Materials supplied, however, that does not create any obligation on us to advise you as to the fitness for purpose of Materials supplied by you. In the event that the Materials supplied by you cause any loss, damage or are defective in any way, you will be liable to pay, as a variation to the original agreement, all costs associated with remedying the damage, loss or defect.
- Delivery - the delivery of Goods shall be considered completed when we give you possession of the Goods directly or possession of the Goods is given to a carrier, courier or other person for the purpose of transmission to you. Where delivery of the Goods is made at your address then unloading is at your risk. The costs of delivery shall be in addition to the Price of Goods. The time agreed for delivery (if any) shall not be an essential term of this agreement unless the parties agree otherwise in writing to make time of the essence. You cannot cancel the whole and/or part of an order, if we are unable to comply with your delivery requirements for any reason and/or there are minor variations to the Goods due to changes in the manufacturer’s process.
- Limitation Of Liabilities - we will not be liable to you or to any other person, for any loss or damage caused by any delay in the performance of Services and/or supply of Goods however that delay is caused or arising directly or indirectly from the provision of our Services and/or Goods. We will not be liable for any consequential, indirect or special damages or loss of any kind suffered by you or any other person caused by any breach by us of any of our obligations under these Terms. If we are ever liable to you, or any other person, then our liability is in all cases limited to the price of the Services supplied and/or the Price of the Goods supplied.
- Completion Timeframe - we will work within a reasonable time and will endeavour to meet any target date you make know to us. We are not liable for any delay or damage caused directly or indirectly by weather conditions, labour disputes, strikes, accidents, fire, and failure of manufacturers to deliver or any other events beyond our reasonable control. Should it be necessary to work outside ordinary working hours to meet your completion target or due to any other circumstances outside our control, you shall be liable for any extra cost incurred.
- Consents - you are responsible for obtaining any consent or other authority necessary for the Services to be carried out, and will provide that to us on request.
- Plans & Specifications - we shall be entitled to rely on the accuracy of and shall not be obliged to check any plans, specifications and other information supplied by you. We shall bear no responsibility for any Goods supplied in compliance with those plans and specifications.
- Construction Contracts Act 2002 – where any provision of these Terms is different to that provided by the Construction Contracts Act 2002 (provided it is a section which can be contracted out of) the provision within these Terms shall take precedence.
- Credit Application - in accepting these Terms you are making a credit application to us, and we retain the right to invalidate this quotation or otherwise withdraw our services, if the information provided is false or misleading. However, in the event that an issue arises as to your credit worthiness we may withdraw any quotation or offer of work or otherwise require payment in advance of work being completed.
- Consumer Guarantees Act - you agree and acknowledge that where Services and/or Goods are supplied for your business purposes the provisions of the Consumer Guarantees Act 1993 will not apply.
- Default - without prejudice to any other rights or remedies that we may have against you, you agree that in the event of default in payment by you, then you will pay on demand:
- All costs (including, but not limited to, collection agency fees, commission, legal fees and any other costs on a solicitor and own client basis) incurred by us in recovering any amounts payable by you to us;
- Overdue payments shall attract interest at the rate of 2.5% per month calculated daily and compounding on the 1st day of each month with such a rate applying after as well as before any judgement and you shall be liable for any costs as stated above; and
- A monthly administration fee of twenty five dollars ($25) by way of damages payable on the last day of each month in which you are in default.
We may at our discretion stop further performance of Services and/or supply of Goods and require payment in cash before further performance of Services and/or supply of Goods, or terminate any instructions received by us from you for the performance of Services and/or Goods without notice to you upon any of the following events:
- You default in payment due under these Terms.
- You are insolvent or take any proceedings to reschedule any indebtedness.
- In our opinion you are unable to pay your indebtedness as it falls due.
- You have a receiver or manager appointed.
Any failure or delay by us in exercising or enforcing any right we have under these Terms will not operate as a waiver of our rights to exercise or enforce such rights or any other rights in the future.
- Personal Guarantee - where Services and/or Goods are provided under these Terms for a company or other entity (incorporated or unincorporated), you acknowledge that as the natural person engaging us you are authorised to accept these Terms on behalf of the company or other entity. In addition you personally guarantee the due and punctual payment of all sums incurred under these Terms (including any costs and interest) and otherwise indemnify us in the event that the applicant entity is unable or fails to make payment.
- Other Things You Need To Know - if any provision of these Terms shall be invalid or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired. We may sub-contract any part of this contract. No subcontractor has any authority to agree to any variation of these Terms on behalf of us. You may not assign all or any of your rights or obligations under these Terms without our written permission. We may assign all or part of the rights or obligations under these Terms. The termination of these Terms, for any reason, will not limit in any way the obligations and liabilities incurred by you under these Terms.