Terms Of Trade

Lawrence Group – Terms & Conditions of Trade

  1. Definitions
    • “Acknowledgment Document” means the document signed by the Client in conjunction with these Terms and Conditions of Trade and applicable if the Supplier elects, whereby the Client acknowledges the extent and effect of the provision of security the Client provides to the Supplier in consideration of the provision of Services/Goods.
    • “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting the Supplier to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
      • if there is more than one Client, is a reference to each Client jointly and severally; and
      • if the Client is a partnership, it shall bind each partner jointly and severally; and
      • if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
      • includes the Client’s executors, administrators, successors and permitted assigns.
    • “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, Contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
    • “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
    • “Cookies” means small files which are stored on a user’s computer.  They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using the Supplier’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
    • “Goods” means all Goods including any accessories supplied on hire by the Supplier to the Client (and where the context so permits shall include any supply of Services). The Goods shall be as described on the invoices, quotation, authority to hire, or any other work authorisation form provided by the Supplier to the Client.
    • “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
    • “Incidental Items” means any goods, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by the Supplier in the course of it conducting, or supplying to the Client, any Services.
    • “Price” means the Price payable (plus any GST where applicable) for the Services and/or Goods hire as agreed between the Supplier and the Client in accordance with clause 7 of this Contract.
    • “Services” means all Services supplied by the Supplier to the Client at the Client’s request from time to time.
    • “Supplier” means Lawrence F&B Rentals Pty Ltd ATF Raizee Family Trust 2 T/A Lawrence F&B Rentals Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Lawrence F&B Rentals Pty Ltd ATF Raizee Family Trust 2 T/A Lawrence F&B Rentals Pty Ltd.

 

  1. Acceptance
    • The parties acknowledge and agree that:
      • they have read and understood the terms and conditions contained in this Contract; and
      • the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts the Services/Goods provided by the Supplier.
    • In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
    • Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
    • The Client acknowledges that the supply of Services/Goods on credit shall not take effect until the Client has completed a credit application with the Supplier and it has been approved with a credit limit established for the account.
    • In the event that the supply of Services/Goods requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, the Supplier reserves the right to refuse delivery.
    • Any advice, recommendation, information, assistance or service provided by the Supplier in relation to the Goods or Services supplied is given in good faith to the Client, or the Client’s agent and is based on the Supplier’s own knowledge and experience and shall be accepted without liability on the part of the Supplier. 
    • Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

 

  1. Authorised Representatives
    • Unless otherwise limited as per clause 2 the Client agrees that should the Client introduce any third party to the Supplier as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Goods or Services on the Client’s behalf and/or to request any variation to the Services on the Client’s behalf (such authority to continue until all requested Services have been completed or the Client otherwise notifies the Supplier in writing that said person is no longer the Client’s duly authorised representative).
    • In the event that the Client’s duly authorised representative as per clause 1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise the Supplier in writing of the parameters of the limited authority granted to their representative.
    • The Client specifically acknowledges and accepts that they will be solely liable to the Supplier for all additional costs incurred by the Supplier (including the Supplier’s profit margin) in providing any Goods, Services or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 2 (if any)).

 

  1. Errors and Omissions
    • The Client acknowledges and accepts that the Supplier shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
      • resulting from an inadvertent mistake made by the Supplier in the formation and/or administration of this Contract; and/or
      • contained in/omitted from any literature (hard copy and/or electronic) supplied by the Supplier in respect of the Services.
    • In circumstances where the Client is required to place an order for Services, in writing, or otherwise as permitted by these terms and conditions, the Client is responsible for supplying correct order information such as, without limitation, measurements and quantity, when placing an order for Services (whether they are made to order Incidental Items or not) (“Client Error“). The Client must pay for all Services it orders from the Supplier notwithstanding that such Services suffer from a Client Error and notwithstanding that the Client has not taken or refuses to take delivery of such Services. The Supplier is entitled to, at its absolute discretion to waive its right under this sub-clause in relation to Client Errors.

 

  1. Change in Control
    • The Client shall give the Supplier not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by the Supplier as a result of the Client’s failure to comply with this clause.

 

  1. Fixed Term Contracts
    • Where this Contract is for ongoing Services, the commencement date shall be the date of the first delivery of the Services under a Service Agreement, or from the date of signing, whichever, is the earlier.  A Service Agreement shall be for the period (‘initial term”) as agreed between both parties and shall revert to a month to month basis automatically, thereafter, unless agreed otherwise until terminated by either party by giving at least thirty (30) days’ required notice as defined in the Service Agreement prior to the expiration date of the initial term or any additional term.
    • The Client accepts and acknowledges that all fixed contracts are subject to periodic price reviews to allow for increases to the Supplier in the cost of labour, materials, and subject to revision on the basis of the movement in the Consumer Price Index (CPI), which are beyond the control of the Supplier.
    • The Supplier shall notify the Client of the new prices by email outlining the adjustment prior to adjusting any invoices.
    • The Client shall have the right to reject any additional Price increases by giving written notice to the Supplier within ten (10) days of the additional Price increase. In such an event, the Supplier shall have the option of terminating the Contract and the Client shall be obliged to comply with clause 1.

 

  1. Price and Payment
    • At the Supplier’s sole discretion, the Price shall be either:
      • as indicated on any invoice provided by the Supplier to the Client upon placement of an order for the Services/Goods; or
      • the Price as at the date of delivery of the Services/Goods according to the Supplier’s current price list, as previously disclosed to the Client upon the Client’s placement of an order for the Services/Goods; or
      • the Supplier’s quoted Price (subject to clause 2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
    • The Supplier reserves the right to change the Price:
      • if a variation to the Services originally scheduled (including any change to cleaning, mending and/or alteration specifications etc.) is requested; or
      • where additional Services are required due to the discovery of difficulties (including, but not limited to, stubborn stains, where the fabric care label does not match the garment, etc.) which are only discovered on commencement of the Services; or
      • in the event of increases to the Supplier in the cost of labour or materials which are beyond the Supplier’s
    • Variations will be charged for on the basis of the Supplier’s quotation, and will be detailed in writing, and shown as variations on the Supplier’s invoice. The Client shall be required to respond to any variation submitted by the Supplier within ten (10) working days. Failure to do so will entitle the Supplier to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
    • At the Supplier’s sole discretion, a reasonable deposit may be required upon placement of an order for the Services/Goods, in accordance with any quotation provided by the Supplier or as notified to the Client prior to the placement of an order for the Services/Goods.
    • Time for payment for the Services/Goods being of the essence, the Price will be payable by the Client on the date/s determined by the Supplier, which may be:
      • seven (7) days after invoice date; or
      • the date specified on any invoice or other form as being the date for payment; or
      • failing any notice to the contrary, the date which is thirty (30) days following the date of any invoice given to the Client by the Supplier. In the event full payment is not made within thirty (30) days of the due date, the Supplier may elect to revoke credit privileges and continue to supply Goods or Services on a cash-on-delivery basis only.
    • Payment may be made by electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and the Supplier.
    • The Supplier may in its discretion allocate any payment received from the Client towards any invoice that the Supplier determines and may do so at the time of receipt or at any time afterwards.
    • The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute. Once in receipt of an invoice for payment, if any part of the invoice is in dispute, then the Client must notify the Supplier in writing within three (3) business days, the invoice shall remain due and payable for the full amount, until such time as the Supplier investigates the disputed claim, no credit shall be passed for refund until the review is completed. Failure to make payment may result in the Supplier placing the Client’s account into default and subject to default interest in accordance with clause 1.
    • Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to the Supplier an amount equal to any GST the Supplier must pay for any supply by the Supplier under this or any other agreement for providing the Supplier’s Services/Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

 

  1. Hired Goods
    • Goods shall at all times remain the property of the Supplier and is returnable on demand by the Supplier. In the event that Goods are not returned to the Supplier in the condition in which it was delivered (excluding fair wear and tear) the Supplier retains the right to charge the Client the full cost of repairing the Goods. In the event that Goods are not returned at all, the Supplier shall have right to charge the Client the full cost of replacing the Goods.
    • Any Goods which require replacement during the hired term, due to normal wear and tear, shall be replaced by the Supplier.
    • The Supplier shall regularly clean and maintain the Goods in accordance with the Maintenance Agreement.
    • The Client acknowledges and agrees that the Goods provided are designed to protect clothing in general work place conditions with non-hazardous materials, and the Client will not permit the Goods to be used or worn under any conditions which will include exposure to sparks, flames or hazardous chemicals.
    • The Goods are not flame retardant or treated to resist acids, other caustic, or hazardous materials.
    • The Client shall ensure that:
      • all practicable steps are undertaken to ensure that the Goods are not worn under hazardous conditions, used in areas of flammable risk, where contact with caustic or otherwise hazardous materials, or ignition sources is possible;
      • Goods which have become torn or damaged in any manner are not used or worn which may create a hazard.
    • The Supplier shall not be liable for any damages and expenses arising out of claims involving flammability, chemical damage resistance or the wearing of damaged Goods should the Client fail to adhere to clause 6.
    • Immediately on request from the Supplier, the Client will pay for the replacement costs for Goods deemed to be unusable or destroyed due to any action by the Client other than normal wear and tear.
    • The Client agrees to indemnify and hold the Supplier harmless from any claim, liability or judgement, including court costs and lawyer fees, arising from or relating to the use of any Goods supplied.
    • The Client shall:
      • keep the Goods in their own possession and control and shall not assign the benefit of the Goods nor be entitled to a lien over the Goods;
      • provide the Supplier thirty (30) days written notice prior to any change in the location to which the Goods and Services are to be provided under this Contract, and so long as the Client’s new location is within the Supplier’s route delivery area, this Contract shall remain in full force and effect despite a change to the Client’s location;
      • not alter or make any additions to the Goods including but without limitation altering, make any additions to, defacing or erasing any identifying mark, or number on or in the Goods or in any other manner interfere with the Goods;
      • keep the Goods, complete with all parts and accessories, clean and in good order as delivered, and shall comply with any maintenance schedule as advised by the Supplier to the Client;
      • be responsible for all Goods which are lost, destroyed, stolen, or not returned as required by the Supplier, and the Client shall pay the Supplier a replacement charge (as specified by the Supplier), including GST, in the event the Client fails to return the Goods.
    • The Client accepts full responsibility for the safekeeping of the Goods and the Client agrees to ensure the Supplier’s interest in the Goods and agrees to indemnify the Supplier against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or injury to property or persons arising out of the use of the Goods. Further the Client will not use the Goods nor permit it to be used in such a manner as would permit an insurer to decline any claim.
    • The Supplier has the right to enter the Client’s premises’, by giving suitable notice to the Client, to remove or take inventory of the Goods during the Clients regular business hours.
    • Notwithstanding the above clauses, immediately on request by the Supplier the Client will pay:
      • any lost hire charges the Supplier would have otherwise been entitled to for the Goods, under this, or any other hire agreement;
      • any insurance excess payable in relation to a claim made by either the Client or the Supplier in relation to any damage caused by, or to, the hired Goods whilst the same is hired by the Client and irrespective of whether charged by the Client’s insurers or the Supplier’s.
    • Return of the Goods (“Return”) will be completed when the:
      • Goods are returned by the Client to the Supplier’s place of business; or
      • Supplier takes back possession of the Goods once collection by the Supplier is affected; and
      • Goods are returned to the Supplier at such time as an employee of the Client using the Goods terminates employment with the Client or at such time as this Contract expires or otherwise be terminated.

 

  1. Delivery of Services/Goods
    • Delivery (“Delivery”) of the Goods is taken to occur at the time that:
      • the Client or the Client’s nominated carrier takes possession of the Goods at the Supplier’s address; or
      • the Supplier (or the Supplier’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
    • The cost of Delivery will be payable by the Client in accordance with the quotation provided by the Supplier to the Client, or as otherwise notified to the Client prior to the placement of an order for Goods or Services.
    • Delivery of the Services to a third party nominated by the Client is deemed to be Delivery to the Client for the purposes of this Contract.
    • The Supplier may deliver the Services/Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
    • Any time specified by the Supplier for Delivery of the Services/Goods is an estimate only and the Supplier will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services/Goods to be supplied at the time and place as was arranged between both parties. In the event that the Supplier is unable to supply the Services/Goods as agreed solely due to any action or inaction of the Client then the Supplier shall be entitled to charge a reasonable fee for re-supplying the Services/Goods at a later time and date.

 

  1. Risk
    • Irrespective of whether the Supplier retains ownership of any Incidental Items all risk for such items shall pass to the Client as soon as such items are delivered to the Client and shall remain with the Client until such time as the Supplier may repossess the Incidental Items in accordance with clause 3(f). The Client must insure all Incidental Items on or before delivery.
    • The Supplier reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Incidental Items as a result of the Client’s failure to insure in accordance with clause 1.
    • In the event that the Client provides the Supplier with any information and/or measurements relating to the supply of the Goods or Services, the Supplier shall be entitled to rely on the accuracy of any such information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, the Supplier accepts no responsibility for any loss, damages, or costs however resulting from the supply of inaccurate measurements or other information.
    • The Client acknowledges and accepts that:
      • stains or marks can be difficult to identify and that the more knowledge that the Supplier has as to the cause of the stain or mark, how old the stain or mark is, and if any attempt has already been made to remove the stains or marks, the more effectively those stains/marks can be treated. However no guarantee is offered by the Supplier that the stains or marks can be removed adequately or at all and charges will apply regardless of the outcome of the Supplier’s efforts;
      • there are some substances such as perspiration, sugars (including alcohol) and bleach (found in many household cleaning products) the effects of which may not show on fabrics immediately but may appear when the fabric has been processed by the Supplier. Whilst the Supplier will do it’s best to minimise the effect of such substances the Supplier will accept not any liability for any such damage or marks that may appear;
      • any method by which embellishments (such as buttons, sequins, beads etc.) are affixed to garments will wear over time, particularly if such items have some free movement. Therefore whilst the Supplier will take all due care during cleaning of the garments the Supplier will not accept any responsibility for embellishments that come free during the cleaning process. If the Client has any concerns regarding embellishments then the Supplier recommends the Client removes them prior to the cleaning process and reaffixes them afterwards;
      • the Supplier offers no guarantee that existing permanent creases can be completely removed;
      • the Supplier will at all times follow the manufacturer’s instructions (where evident) for garment care unless specifically requested by the Client not to do so. The Supplier will accept no responsibility if in following the manufacturer’s instructions damage results to the garments. Any such claim for resultant damage should be referred to the original supplier;
      • plastic covers supplied by the Supplier to protect garments during travel should be removed before the storing of such items to avoid condensation which may detrimentally affect the items;
      • where the Client has supplied any measurements for the Supplier to make alterations to garments the Supplier will accept no responsibility whatsoever should those measurements subsequently prove to be incorrect in any way; and
      • the Supplier will accept no liability for damage to garments or items where the Supplier has advised the Client that such items will only be processed at the Client’s sole risk.

 

  1. Compliance with Laws
    • The Client and the Supplier shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the

 

  1. Title
    • The Client acknowledges and agrees that the Client’s obligations to the Supplier for the supply of Services shall not cease until:
      • the Client has paid the Supplier all amounts owing for the particular Services; and
      • the Client has met all other obligations due by the Client to the Supplier in respect of all contracts between the Supplier and the Client.
    • Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership in the Incidental Items or rights in respect of the Services shall continue.
    • It is further agreed that, until ownership of the Incidental Items passes to the Client in accordance with clause 1:
      • the Client is only a bailee of the Incidental Items/Goods and must return the Incidental Items/Goods to the Supplier immediately upon request by the Supplier;
      • the Client holds the benefit of the Client’s insurance of the Incidental Items/Goods on trust for the Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Incidental Items being lost, damaged or destroyed;
      • the Client must not sell, dispose, or otherwise part with possession of the Goods. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of sale of the Goods on trust for the Supplier and must pay or deliver the proceeds to the Supplier on demand;
      • the Client should not convert or process the Goods or intermix them with other goods, but if the Client does so then the Client holds the resulting product on trust for the benefit of the Supplier and must dispose of or return the resulting product to the Supplier as the Supplier so directs;
      • the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Incidental Items/Goods while they remain the property of the Supplier; and
      • the Client irrevocably authorises the Supplier to enter any premises where the Supplier believes the Goods are kept and recover possession of the Goods.

 

  1. Personal Property Securities Act 2009 (“PPSA”)
    • In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPS
    • Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in:
      • all Incidental Items/Goods previously supplied by the Supplier to the Client;
      • all Incidental Items/Goods will be supplied in the future by the Supplier to the Client; and
      • all the Client’s present and after acquired property being a charge, including anything in respect of which the Client has at any time a sufficient right, interest or power to grant a security interest in for the purposes of securing repayment of all monetary obligations of the Client to the Supplier for Services – that have previously been provided and that will be provided in the future by the Supplier to the Client.
    • The Client undertakes to:
      • promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to;
        • register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
        • register any other document required to be registered by the PPSA; or
        • correct a defect in a statement referred to in clause 3(a)(i) or 13.3(a)(ii);
      • indemnify, and upon demand reimburse, the Supplier 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 Incidental Items/Goods charged thereby;
      • not register a financing change statement in respect of a security interest without the prior written consent of the Supplier;
      • not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items/Goods in favour of a third party without the prior written consent of the Supplier;
      • immediately advise the Supplier of any material change in its business practices of selling Incidental Items which would result in a change in the nature of proceeds derived from such sales.
    • The Supplier and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
    • The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
    • The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
    • Unless otherwise agreed to in writing by the Supplier, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
    • The Client must unconditionally ratify any actions taken by the Supplier under clauses 2 to 13.5.
    • Subject to any express provisions to the contrary (including those contained in this clause 13), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
    • Only to the extent that the hire of the Goods exceeds a two (2) year hire period with the right of renewal shall clause 13 apply as a security agreement in the form of a PPS Lease in respect of Section 20 of the PPSA, in all other matters this clause 13 will apply generally for the purposes of the PPSA.

 

  1. Security and Charge
    • In consideration of the Supplier agreeing to supply the Services/Goods and as acknowledged by the Supplier in accordance with any Acknowledgment Document the Client grants the Supplier a security interest by way of a floating charge (registerable by the Supplier pursuant to the PPSA) over all of its present and after acquired rights, title and interest (whether joint or several) in all other assets that is now owned by the Client or owned by the Client in the future, including but not limited to those set out in any Acknowledgment Document, to the extent necessary to secure the repayment of monies owed under this Contract for provision of the Services/Goods under this Contract and/or permit the Supplier to appoint a receiver to the Client in accordance with the Corporations Act 2001 (Cth).  
    • The Client indemnifies the Supplier from and against all the Supplier’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Supplier’s rights under this clause.
    • In the event that the Client defaults or breaches any term of this Contract and as a result, the security provided in clauses 1, 12.1,13.2 and 14.1 as applicable, is deemed insufficient by the Supplier to secure the repayment of monies owed by the Client to the Supplier, the Client hereby grants the Supplier a security interest as at the date of the default, by way of a charge, that enables the right and entitlement to lodge a caveat over any real property and or land owned by the Client now, or owned by the Client in the future, to secure the performance of the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money), in accordance with the Acknowledgement Document.

 

  1. Defects, Warranties and the Competition and Consumer Act 2010 (“CCA”)
    • The Supplier agrees to provide the Goods and Services under this Contract in accordance with accepted standards in the textile/rental industry. In the event the Client believes there are deficiencies in the quality of the Services and/or Goods provided by the Supplier, the Client shall give written notice to the Supplier by email, specifying the precise nature of the deficiencies, and the Supplier shall have thirty (30) days after such written notice to correct the Client’s claim.
    • In the event the Client is, in good faith, not satisfied with the Supplier’s correction of the claimed deficiencies, the Client shall provide the Supplier with written notice by email to the Supplier, specifying the precise nature of the inadequate correction. Failure of the Client providing such notice, the Supplier shall conclude that the Client is satisfied with the correction of the deficiencies. Should the Supplier fail to correct the deficiencies within the thirty (30) day notice period and/or after the Supplier receiving notice of deficiencies, the Client may terminate the Contract.
    • Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
    • The Supplier acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
    • Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Supplier makes no warranties or other representations under these terms and conditions including, but not limited to, the quality or suitability of the Services/Goods. The Supplier’s liability in respect of these warranties is limited to the fullest extent permitted by law.
    • If the Client is a consumer within the meaning of the CCA, the Supplier’s liability is limited to the extent permitted by section 64A of Schedule 2.
    • If the Supplier is required to rectify, re-supply, or pay the cost of re-supplying the Services/Goods under this clause or the CCA, but is unable to do so, then the Supplier may refund any money the Client has paid for the Services/Goods but only to the extent that such refund shall take into account the value of Services/Goods and Incidental Items which have been provided to the Client which were not defective.
    • If the Client is not a consumer within the meaning of the CCA, the Supplier’s liability for any defective Services/Goods or Incidental Items is:
      • limited to the value of any express warranty or warranty card provided to the Client by the Supplier at the Supplier’s sole discretion;
      • otherwise negated absolutely.
    • Notwithstanding clauses 1 to 15.8 but subject to the CCA, the Supplier shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
      • the Client failing to properly maintain or store any Incidental Items/Goods;
      • the Client using the Incidental Items/Goods for any purpose other than that for which they were designed;
      • the Client continuing to use any Incidental Item/Goods after any defect became apparent or should have become apparent to a reasonably user;
      • interference with the Services/Goods by the Client or any third party without the Supplier’s prior approval;
      • the Client failing to follow any instructions or guidelines provided by the Supplier;
      • fair wear and tear, any accident, or act of God.

 

  1. Intellectual Property
    • Where the Supplier has designed, drawn or developed Incidental Items for the Client, then the copyright in any Incidental Items shall remain the property of the Supplier. Under no circumstances may such designs, drawings and documents be used without the express written approval of the Supplier.
    • The Client warrants that all designs, specifications or instructions given to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify the Supplier against any action taken by a third party against the Supplier in respect of any such infringement.
    • The Client agrees that the Supplier may (at no cost) use for the purposes of marketing or entry into any competition, any Incidental Items which the Supplier has created for the Client.

 

  1. Default and Consequences of Default
    • Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Supplier’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    • If the Client owes the Supplier any money, the Client shall indemnify the Supplier from and against all costs and disbursements:
      • incurred; and/or
      • which would be incurred and/or
      • for which by the Client would be liable;

in regard to legal costs on a solicitor and own client basis incurred in exercising the Supplier’s rights under these terms and conditions, internal administration fees, the Supplier’s Contract fees owing for breach of these terms and conditions’, including, but not limited to, contract default fees and/or recovery costs (if applicable), as well as bank dishonour fees.

  • Further to any other rights or remedies the Supplier may have under this Contract, if a Client has made payment to the Supplier, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Supplier under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
  • Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable if:
    • any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Client will be unable to make a payment when it falls due;
    • the Client has exceeded any applicable credit limit provided by the Supplier;
    • the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
    • a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

 

  1. Cancellation and Termination
    • Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those relating to payment) under these terms and conditions (“the Breaching Party”) the other party may suspend or terminate the supply of Services/Goods to the other party, with immediate effect, by providing the Breaching Party with written notice. Neither party shall be liable for any costs associated with a party suspending/cancelling the Contract under this clause 1.
    • If the Supplier, due to reasons beyond the Supplier’s reasonable control, is unable to deliver any Services/Goods to the Client, the Supplier may cancel any Contract to which these terms and conditions apply or cancel delivery of the Services/Goods at any time before the Services/Goods are delivered by giving written notice to the Client. On giving such notice the Supplier shall repay to the Client any money paid by the Client for the Services/Goods. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.
    • The Client may cancel delivery of the Services/Goods by written notice served within forty-eight (48) hours of placement of the order. If the Client cancels delivery in accordance with this clause 3, the Client will not be liable for the payment of any costs of the Supplier, except where a deposit is payable in accordance with clause 7.4. Failure by the Client to otherwise accept Delivery of the Services/Goods shall place the Client in breach of this Contract.
    • In the event of premature termination of the hire period or Maintenance Agreement the Client shall:
      • forfeit any bond or deposit paid where the appropriate notice (as per clause 6) is not received; and
      • be responsible for the immediate payment of the following sums:
        • all current invoices due and payable up to the date of termination; and
        • all other sums owing by the Client under this Contract (or any other agreement with the Client) as a result of the default and termination of this Contract, including consequential damages for the loss of bargain and all loss, costs, charges and expenses incurred by the Supplier in connection with (and resulting from) the premature termination of this Contract.

 

  1. Privacy Policy
    • All emails, documents, images or other recorded information held or used by the Supplier is Personal Information, as defined and referred to in clause 3, and therefore considered Confidential Information. The Supplier acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). The Supplier acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by the Supplier that may result in serious harm to the Client, the Supplier will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
    • Notwithstanding clause 1, privacy limitations will extend to the Supplier in respect of Cookies where the Client utilises the Supplier’s website to make enquiries.  The Supplier agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
      • IP address, browser, email client type and other similar details;
      • tracking website usage and traffic; and
      • reports are available to the Supplier when the Supplier sends an email to the Client, so the Supplier may collect and review that information (“collectively Personal Information”)

If the Client consents to the Supplier’s use of Cookies on the Supplier’s website and later wishes to withdraw that consent, the Client may manage and control the Supplier’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

  • The Client agrees for the Supplier to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Client in relation to credit provided by the Supplier.
  • The Client agrees that the Supplier may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
    • to assess an application by the Client; and/or
    • to notify other credit providers of a default by the Client; and/or
    • to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
    • to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two years.
  • The Client consents to the Supplier being given a consumer credit report to collect personal credit information relating to any overdue payment on commercial credit.
  • The Client agrees that personal credit information provided may be used and retained by the Supplier for the following purposes (and for other agreed purposes or required by):
    • the provision of Services/Goods; and/or
    • analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Services/Goods; and/or
    • processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
    • enabling the collection of amounts outstanding in relation to the Services/Goods.
  • The Supplier may give information about the Client to a CRB for the following purposes:
    • to obtain a consumer credit report;
    • allow the CRB to create or maintain a credit information file about the Client including credit history.
  • The information given to the CRB may include:
    • Personal Information as outlined in 3 above;
    • name of the credit provider and that the Supplier is a current credit provider to the Client;
    • whether the credit provider is a licensee;
    • type of consumer credit;
    • details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
    • advice of consumer credit defaults (provided the Supplier is a member of an approved OAIC External Disputes Resolution Scheme), overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and the Supplier has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
    • information that, in the opinion of the Supplier, the Client has committed a serious credit infringement;
    • advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
  • The Client shall have the right to request (by e-mail) from the Supplier:
    • a copy of the Personal Information about the Client retained by the Supplier and the right to request that the Supplier correct any incorrect Personal Information; and
    • that the Supplier does not disclose any Personal Information about the Client for the purpose of direct marketing.
  • The Supplier will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
  • The Client can make a privacy complaint by contacting the Supplier via e-mail. The Supplier will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at oaic.gov.au.

 

  1. Service of Notices
    • Any written notice given under this Contract shall be deemed to have been given and received:
      • by handing the notice to the other party, in person;
      • by leaving it at the address of the other party as stated in this Contract;
      • by sending it by registered post to the address of the other party as stated in this Contract;
      • if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
      • if sent by email to the other party’s last known email address.
    • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

 

  1. Trusts
    • If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust or as an agent for a trust (“Trust”) then whether or not the Supplier may have notice of the Trust, the Client covenants with the Supplier as follows:
      • the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust, the trustees and the trust fund;
      • the Client has full and complete power and authority under the Trust or from the Trustees of the Trust as the case may be to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust, the trustees and the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
      • the Client will not during the term of the Contract without consent in writing of the Supplier (the Supplier will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
        • the removal, replacement or retirement of the Client as trustee of the Trust;
        • any alteration to or variation of the terms of the Trust;
        • any advancement or distribution of capital of the Trust; or
        • any resettlement of the trust fund or trust property.

 

  1. General
    • Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.
    • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable, that provision shall be severed from this Contract, and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These terms and conditions and any Contract to which they apply shall be governed by the laws of New South Wales, and are subject to the jurisdiction of the courts in that state.
    • The Supplier may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent provided the assignment does not cause detriment to the Client.
    • The Client cannot licence or assign without the written approval of the Supplier.
    • The Supplier may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of the Supplier’s sub-contractors without the authority of the Supplier.
    • The Client agrees that the Supplier may amend their general terms and conditions for subsequent future Contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for the Supplier to provide Services/Goods to the Client.
    • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc., (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Client to make a payment to the Supplier, once the parties agree that the Force Majeure event has ceased.
    • Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
    • The rights and obligations of the parties will not merge on completion of any transaction under this Contract, and they will survive the execution and delivery of any assignment or other document entered, for the purpose of, implementing any transaction under this Contract.
    • If part or all of any term of this Contract is or becomes invalid, illegal or unenforceable, it shall be severed from this Contract and shall not affect the validity and enforceability of the remaining terms of this Contract.