Terms and Conditions

STANDARD TERMS OF CONTRACT FOR DESIGN & INSTALLATIONS

STANDARD TERMS OF CONTRACT


This Quotation does not constitute an offer by NORTH WEST AIRCONDITIONING SERVICE PTY LTD ("the Supplier") to supply equipment, materials or services to you. A contract, based on the Suppliers standard terms of contract, for the supply of equipment, materials or services shall come into existence when A/ Purchaser has sent a written order to the Supplier which has been accepted in writing by the Supplier. B/ Prior to signing and returning any order or any agreement or any contract the Supplier has commenced work or delivered materials to site. C/ Or in the absence of any written order or agreement or contract the Supplier has commenced work or delivered materials to site. Unless the Supplier agrees in writing to the contrary.

Written acceptance by the Supplier of any order placed by you shall be subject to the following Standard Conditions of Contract (which shall apply to the exclusion of any other condition set out in or referred to in your order) and to the terms and conditions expressed in this Quotation. No quotation or any contract shall be varied or amended without the written approval of the Supplier.

STANDARD CONDITIONS OF CONTRACT.
(To apply to the exclusion of any other conditions set out in or referred to in the Purchaser's order)

  1. "The Supplier" means NORTH WEST AIRCONDITIONING SERVICE PTY LTD. "The Purchaser" means the person to whom this quotation is addressed.
  2. The Purchaser Agrees:
    • (a) Drawings, explanatory and illustrated literature and any other matter appended to this Quotation for descriptive or explanatory purposes and not expressly referred to in the Quotation as forming part of the equipment, materials or services to be supplied are approximate only and are no to be construed as warranties or representations by the Supplier as to the dimensions, qualities or other characteristics of the equipment, materials or services referred to therein and are not to be construed as forming part of the contract.
      All drawings, weights, dimensions and quantities submitted with the quotation are appropriate and on general or condensed form (not being detailed working papers) and are supplied for quotation only and should not be used for construction purposes in the event of an order being placed and accepted, certified information will be supplied if requested by the purchaser. All drawings are and shall remain the exclusive property of the Supplier and may be recalled. Such drawings should be considered confidential and must not be lent, copied or otherwise used and the contents should not be divulged without the Suppliers consent. Clerical and technical errors are subject to corrections.
    • (b) The Supplier shall be under no liability whatsoever (including without limiting the generality of the foregoing, any liability in tort for consequential loss, damage or injury of any kind) for any defects in, or breakdown, stoppage or failure of or noise or vibration caused by or unsuitability for any purpose of the equipment, materials or services or any part thereof, whether the same be due to any act, omission, accident, negligence or willful default of the Supplier or its servants or agents to faulty design, workmanship or materials or to any other cause whatsoever including but without limiting the generality of the foregoing and deviation by the Supplier, its servants or agents from the contemplated matter of performance of any term of the Contract PROVIDED HOWEVER that the Supplier recognizes that in addition to these conditions further warranties, conditions and remedies may be implied by the Trade Practices Act 1974 (as amended) ("the T.P.A."), the Goods Act 1958 (Victoria) ("the Goods Act") or any other similar provision in any corresponding Act or Ordinance of another State or Territory and acknowledges that nothing in these conditions excludes, restricts or modifies or should be read as excluding, restricting or modifying any liability the Supplier may have under the aforementioned legislation to compensate or indemnify another person PROVIDED THAT to the extent permitted by Sections 68A and 74L of the T.P.A., sub-section 97(3) of the Goods Act or any similar provision under any corresponding legislation, other than a condition or warranty implied by Section 69 of the T.P.A or Section 86 of the Goods Act or any condition or warranty implied or imposed under corresponding legislation which is not excludable to the extent set out hereafter, at the option of the Supplier to any one of the following:
      • In the case of goods
        • (i) the replacement of goods or the supply of equivalent goods;
        • (ii) the repair of the goods;
        • (iii) the payment of the cost of replacing the goods of acquiring equivalent goods; or
        • (iv) the payment of the cost of the goods repaired;
      • and in the case of installing of the goods to the extent that the installation constitutes the provisions of service:
        • (i) the supply of the services again; and
        • (ii) the payment of the cost of having the services supplied again.
    • (c) The Supplier shall not be in default of its obligations under this Contract where performance of its obligations is delayed, hindered or prevented by any of the following occurrences war, blockages, hostilities, revolution, civil commotion, riots, embargoes, sinking of vessels, hurricane, epidemics, flood, lighting, storm, explosion, fire (unless caused by the Supplier's neglect or default), earthquake, strikes, lock outs, trade disputes, interruption of transport, Government action, or any cause whatsoever outside its control (whether or not of the like nature to those specified above). Any other unexpected or exceptional cause existing either at the supplier premises or at the port of shipment or delivery. The Supplier shall be the judge of whether any of the above mentioned contingencies, problems, shortages and difficulties exists.
    • (d) Unless otherwise expressly provided in the Quotation any import, export, currency or other licence, consent or authority necessary for the lawful fulfillment of this Contract to be held or obtained by the Purchaser shall be obtained at its own expense.
    • (e) Unless otherwise expressly provided in the Quotation any import, export, currency or other licence, consent or authority necessary for the lawful fulfillment of the Contract to be held or obtained by the Supplier shall be obtained by the Supplier at the expense of the Purchaser.
    • f) Unless otherwise expressly provided the Quotation is made on the basis that the work is to be carried out during normal working hours.
    • (g) The Contract shall be interpreted in accordance with the laws of the State of Victoria and the parties submit to the jurisdiction of the Courts of that State.
    • (h) When payment is to be made upon delivery, erection or test, and any such delivery, erection or test is delayed at the request of the purchaser, or as a consequence of any fault or accident of the Purchaser such payment shall be made upon request as though the said delivery, erection or test has been satisfactory completed.
    • (i) Should any dispute or difference arise out of the Contract of concerning the performance or the non-performance by either party of its obligations under the Contract whether before or after completion of the supply of equipment, materials or services, then either party may give to the other notice in writing of such dispute or difference at the expiration of seven days, unless it shall have been otherwise settled the dispute or difference shall be and is hereby referred to the arbitration of a single arbitrator mutually agreed upon or failing agreement to a person nominated by the Victorian Chapter Chairman of the Institute of Arbitrators or his nominee. The award of such arbitrator shall be final and binding upon the parties.
    • (j) The purchaser shall provide suitable access to the site and all reasonable facilities and co-operation to allow for the efficient installation and commissioning of the work and equipment.
    • (k) The Supplier shall not be responsible in any way for the performance of any product sold by it under conditions varying from that for which the equipment was specially ordered nor any damage to the produce from abrasion, erosion, corrosion or deterioration or the like due to temperatures, influence of foreign matter or energy, nor for the effects of the physical or chemical products of water, or steam, or chemical compound unless the product has been specifically ordered for a specific duty involving such unusual circumstances.
  3. In the event of the Purchaser:
    • being a corporation, having a winding-up order made against it or having an application presented for its winding-up or passing or attempting to pass a resolution for winding-up or being a party to the appointing of or having an Official Manager appointed or
    • being a natural person, being bankrupt or filing or having filed against him a petition in bankruptcy or having served upon him a Bankruptcy Notice or
    • in either case, having execution levied against it or him (as the case may be) or having a receiver appointed of the whole or part of its or his property or undertaking, or being a party to or attempting to enter into any composition or Scheme of Arrangement with its or his creditors or any class of them or being otherwise insolvent or not having paid the Supplier money to which it is entitled or being in breach of any of its or his obligations under the contract then the Supplier may determine the Contract or suspend supply of equipment, materials or services by written notice served by certified mail on the Purchaser. Any suspension of the supply of the equipment, materials or services by the Supplier shall not prevent it determining the Contract during the period that the works are suspended. Any extra costs incurred by the Supplier due to or related to such suspension shall be reimbursed by the Purchaser to the Supplier.
    Upon such determination of the Contract for any of the reasons set out above then without limiting any other rights which the Supplier may have against the purchaser the Supplier shall be entitled to be reimbursed:
    • (a) The contract value of work completed at the date of determination, and
    • (b) The contract value of work begun and executed but not completed at the date of determination, and
    • (c) The cost of materials or goods properly ordered for the works for which the Supplier shall have paid or for which the Supplier is legally bound to pay on and such payment by the Purchaser any materials or goods so paid for shall become the property of the Purchaser, and
    • (d) The reasonable cost of removal of plant, tools, sheds, etc. from site, and
    • (e) Any loss and/or damage or expense caused to the Supplier by the determination.
  4. In addition to all other remedies the Supplier upon determination under this clause may take possession of and shall have a lien over or upon all goods and materials which may have become the property of the Purchaser until all moneys due to the firm have been paid by the Purchaser.

  5. Notwithstanding any provision to the contrary in the Quotation or in the Purchaser's order the Supplier shall be at liberty to vary the design, specification and choice of materials stipulated therein so as to provide the equipment, materials and services necessary to meet the purchaser's mechanical ventilation refrigeration, airconditioning and/or heating requirements. When auxiliary components are included in the quotation and not expressly named, the Supplier reserves the right the supply the same from the manufacturing or retailing source selected by the Supplier and considered by it to be the most suitable it, after quotation, components of a nominated make or quality are requested by the Purchaser the price will be adjusted by the difference between the cost to the Supplier of those components as allowed in its quotation and the cost of delivery will be extended or abridged by the period of delay in the availability of such components.
  6. The Purchaser shall bear and pay to the Supplier any additional costs incurred by it due to cessation or delay, in the execution of the work resulting from any ambiguity in the Purchaser's instructions or any alteration to the work resulting from any ambiguity or any interruptions, delays, overtime or errors on the Purchaser's behalf of whatsoever occurring.
  7. Where materials or finished products are contracted for on a supply only basis:
    • (a) The Purchaser shall take delivery of the goods within seven (7) days of notification from the Supplier that the good's are ready for delivery. The Supplier shall be under no obligation to make delivery before payment of the purchase price in full.
    • (b) If the purchaser fails to take delivery in accordance with paragraph (a) hereof, the purchaser shall pay to the Supplier all storage, handling or other associated costs arising from the delay.
    • (c) Insurance and transit expenses shall be the Purchaser's responsibility, and at the Purchaser's expense.
  8. Where materials or finished products are contracted for on any basis, whether supply only or supply and installation:
    • (a) Notwithstanding delivery of the goods or any part thereof the property in the goods shall remain in the Supplier until the Purchaser has paid the purchase price in full as well as any other payments due to the Supplier in accordance with the Contract.
    • (b) The goods are at the Purchaser's risk from the occurrence of the first in time of any of the following events:
      • (i) the passing of the property to the Purchaser;
      • (ii) the physical delivery of the goods to the Purchaser;
      • (iii) the physical delivery to a carrier or other bailee whether named by the Purchaser or not.
  9. Off site payments shall be made to the Supplier for goods purchased or manufactured which cannot be installed within 14 days of purchase or manufacture if delay of delivery or installation is not caused by any fault of the Supplier.
  10. All payment Claims are made pursuant to Section 14 of the Building & Construction Industry Security of Payment Act (Vic) 2002.

STANDARD TERMS OF CONTRACT FOR MAINTENANCE

STANDARD TERMS OF CONTRACT

  1. The price for the service is shown on the Agreement of which these Terms & Conditions form a part.
  2. The scope and price of this agreement will be held firm throughout each twelve month period. However, Northwest reserve the right to renegotiate the prive to take into account increased costs which have occurred during the previous 12 months.
  3. Unless otherwise specified in writing, all work will be carried out during normal working hours.
  4. Attending to site in relation to any unscheduled breakdown is additional to the contact price, and will be charged at Northwest Airconditioning specified rates.
  5. No responsibility under this Agreement is assumed for the service and maintenance of plant and equipment to which modifications, changes or additions have been made by others during the period of this contract
  6. Where special conditions of this agreement is specifically states water treatment is included the work and frequency of work allowed for shall be in compliance with Australian Standards AS3666/1989 and any State Legislation or Regulation or Local Government regulation in force at the time. Microbial Control Legionaries substantial change to the Australian Standards or the State Legislation or Regulation or Local Government Regulation the customer will be notified and the cost will be to the customer’s account.
  7. To confirm the current OH & S Legislation appropriate in the place of operation Northwest Airconditioning Service Pty Ltd reserves the right to refuse to carry out or continue any work under the terms of this agreement when in the opinion of either the Northwest Airconditioning Service Pty Ltd operative or its duly appointed safety representative such work cannot be carried out or continued without exposing persons or property to a health and safety hazard. Any cost necessarily incurred in order to comply with any changes in OH & S Legislation appropriate in the place of operation imposes after the commencement of the Agreement shall be the customer’s responsibility.
  8. Northwest Airconditioning Service Pty Ltd shall have no liability for any of the following matters:
    • a) Any loss, damage or delay caused by or arising out of any strike, industrial dispute, delay in transit, shortage of material or other cause beyond its reasonable control.
    • b) Any loss, damage or delay caused by any malfunctioning of or effects in or failure of any of customers plant or equipment.
    • c) Any loss of use, loss of profit, loss of contract, or loss of production.
    • d) Any accidents, injury, breakage or damage to the equipment or machinery, appliances or property, connected therewith unless such loss or damages caused by negligent act of omission or commission by Northwest’s agents, employees or subcontractor and in any event North West’s liability will be limited to the extent of any relevant insurance policy in force in its name at the time any accidents, injury, breakage, loss or damage occurs.
  9. Except as expressly stated in this agreement, North Wast accept no other responsibility or liability whatsoever for consequential loss however arising.
  10. Northwest Airconditioning Service Pty Ltd shall have the right to discontinue all work under this agreement until such time as payment by the customer has been made in accordance with the terms set out herein.
  11. The agreement may be terminated by either party giving notice, in writing, to the other within 30 days of any 12 month period.
  12. Northwest Airconditioning Service Pty Ltd reserves the right to engage a specialist sub-contractor to assist with the performance of any specific part of the work under this agreement.
  13. This agreement shall be construed and take effect in all respects in accordance with the laws for the time being in force in the state or territory where the plant and equipment is located
  14. If after the commencement of this agreement, a State or Federal Government introduces new legislation or imposes new taxes, either of which significantly causing increases in North West’s costs of maintaining the provision of this contract, such increased costs shall be negotiated with the customer.