Terms and Conditions
(a) In these Terms and Conditions:
(i) 'Order' means the Agreement between Control Co Pty Ltd ACN 162 202 940 ("Control Co") and the customer ("the Customer"), as set out by the QControl Cootation and Acceptance of Quotation, for the purchase of particularised products and services, as governed by these Terms and Conditions.
(ii) 'Goods and Services Tax' means the goods and services tax levied pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(iii) ‘Quotation’ means the estimate of the price of particularised products and services, as provided by Control Co to the Customer.
(b) Nothing in these Terms and Conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law and which by law cannot be excluded, restricted or modified.
(c) Words importing the singular include the plural and vice versa and words importing one gender shall include all other genders. Headings are for ease of reference only and shall not affect the interpretation of these Terms and Conditions.
The Order, which shall only be varied in writing signed by Control Co, shall constitute the entire Agreement for the purchase of the particularised products and services, and supersedes all prior agreements, arrangements and undertakings between the parties.
3. Nature of Quotation
(a) Any Quotation provided by Control Co only has effect as an offer to provide particularised products and services at a stated price. An Agreement between Control Co and the Customer shall only arise upon execution of an Acceptance of Quotation by the Customer.
(b) The Quotation is subject to the absolute right of Control Co to withdraw or vary it at any time.
(c) Without in any way limiting sub-clause 3(b), Control Co will generally maintain prices stated in a Quotation for fourteen (14) days from the date printed on the Quotation.
(d) Without in any way limiting sub-clause 3(b), Control Co may make variations to a Quotation due to variations in supply cost arising from manufacturer or supplier pricing, or from exchange rate fluctuations.
(e) All prices quoted by Control Co include Goods and Services Tax.
4. Payment terms
(a) The Customer undertakes to make payment of the total price of the Order in accordance with the following terms:
(i) A deposit of ten percent (10%) of the total price, immediately upon execution of the Acceptance of Quotation.
(ii) One-hundred percent (100%) of the equipment component price to be paid prior to any equipment orders being placed by Control Co with its suppliers, the equipment component price being the portion of the total price which comprises the price of the particularised products. The equipment component price may be required up to three (3) months prior to installation of the products in the Order. Control Co may at its discretion provide written or verbal notice to the Customer requiring that the equipment component price be due and payable within fourteen (14) days of the notice.
(iii) The balance of the total price is to be paid within thirty (30) days after the installation of the products.
(b) Where the Customer is in default of any of these payment terms, Control Co is entitled to charge interest on any amounts overdue, at its discretion, in accordance with the rate as fixed under the Penalty Interest Rates Act 1983 (Vic) from time to time, from the date a payment becomes due and payable.
(c) If a payment specified in sub-clause 4(a) is not made within 14 days of the date on which it falls due, Control Co may grant a further extension of time for payment or may instead treat the failure to pay as terminating the Order. Upon such termination, all monies owing by the Customer to Control Co become immediately due and payable.
(d) All monies owing by the Customer to Control Co become immediately due and payable if the Customer becomes bankrupt, or commits any act of bankruptcy, compounds with creditors, has judgment entered against it in any Court, becomes insolvent, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding any other provisions in these Terms and Conditions.
(e) Payments can be made by electronic funds transfer, or by cheque made payable to " Control Co Pty Ltd".
5. Cancellation of Order
(a) No Order may be cancelled except with Control Co consent in writing and on terms which fully indemnify Control Co against all of its losses resulting from such cancellation.
(b) Where the cancellation of an Order has been accepted by Control Co:
(i) deposits will not be refundable;
(ii) the refund of monies other than deposits are at Control Co’s absolute discretion.
6. Products supplied
(a) To the extent permitted by law, all products supplied by Control Co to the Customer are as described on the Order and the description on the Order prevails over all other descriptions including any explanatory materials and any specifications provided to the Customer or any enquiry made by the Customer.
(b) In accordance with sub-clause 6(a):
(i) All catalogues, specifications, drawings and particulars of the products submitted to the Customer are approximate and provided as a guide only and any deviation from any of these things does not vitiate any contract with Control Co or form grounds for any claim against Control Co.
(ii) The descriptions, illustrations and performances contained in catalogues, price lists and other advertising material do not form part of the contract for purchase of the products and services or of the description applied to the products and services.
(iii) Any performance figures provided by Control Co, if any, are estimates only, and the Customer agrees that Control Co is under no liability for damages for failure of the products to attain such figures.
7. Delivery and installation
(a) The delivery and installation times made known to the Customer are estimates only and Control Co is not liable for any late delivery or installation of the products.
(b) Control Co is not be liable for any loss, damage or delay occasioned to the Customer, or any third parties, arising from late delivery or installation of the products.
(c) Control Co may at its option deliver and install the products to the Customer in any number of parts.
(d) The Customer shall make all reasonable preparations to the site nominated by the Customer for the delivery and installation of the products to facilitate the delivery and installation of the products. Control Co may refuse to deliver or install the products if such reasonable preparations have not been made by the Customer, and the Customer shall fully indemnify Control Co for all costs arising out of delay caused by such circumstances.
(e) Control Co reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the Customer within fourteen (14) days of a request by Control Co for such instructions.
(f) The Customer assumes responsibility for ensuring that all delivered goods conform to the Customer's Order, immediately upon delivery.
(g) To the extent permitted by law, Control Co is not responsible to the Customer or any person claiming through the Customer for any loss or damage to the products in transit caused by any event of any kind by any person (whether or not Control Co is legally responsible for the person who caused or contributed to that loss or damage).
(a) Control Co shall not provide any ongoing support services in respect of the products to the Customer following delivery and installation of the products unless such services are specified in the Order.
(b) In the event that support services which are unspecified in the Order are provided by Control Co to the Customer, Control Co reserves the right to charge the Customer an additional price for the provision of such services.
(a) The guarantee of the manufacturer of the products is accepted by the Customer and Control Co agrees to assign to the Customer on request made by the Customer the benefit of any warranty or entitlement to the products that the manufacturer has granted to Control Co under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable.
(b) Except as provided by law, and other than those warranties, guarantees, conditions, rights or remedies implied by law and which by law cannot be excluded, restricted or modified, all express and implied warranties, guarantees and conditions under statute or general law are expressly excluded and Control Co and/or any associates of Control Co are not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of or in relation to the products or services or arising out of Control Co’s negligence or the negligence of Control Co’s servants or agents or as a result of the breach of these Terms and Conditions in any way whatsoever.
(c) To the extent permitted by law, and at Control Co’s option, Control Co may limit its liability to:
(i) in the case of goods, any one or more of the following:
(A) the replacement of the goods or the supply of equivalent goods;
(B) the repair of the goods;
(C) the payment of the cost of replacing the goods or of acquiring equivalent goods;
(D) the payment of the cost of having the goods repaired; or
(ii) in the case of services:
(A) the supplying of the services again; or
(B) the payment of the cost of having the services supplied again.
(a) The Customer indemnifies Control Co against any and all losses, claims or damages arising whether directly or indirectly out of or in relation to the Customer or any of its servants or agents breaching these Terms and Conditions, and any negligence, misconduct or default by the Customer or its servants or agents.
(b) The Customer will not cause, or authorise or allow its servants or agents to cause, anything which will damage or threaten Control Co or the business or the goodwill attached to the business of Control Co.
11. Title to the products
(a) Control Co supplies the products on the condition that property in the products will not pass to the Customer until they have been paid for in full by the Customer. Control Co reserves the following rights in relation to the products until all monies owed by the Customer to Control Co with respect to such products are fully paid:
(i) ownership of the products;
(ii) to enter the Customer's premises (or the premises of any associated company or agent where the products are located) without liability for trespass or any resulting damage and retake possession of the products; and
(iii) to keep or resell any products repossessed pursuant to sub-clause 11(a)(ii) above.
(b) If the products are resold, or property incorporating the products are sold, by the Customer, the Customer shall hold such part of the proceeds of any such sale as represents the price of the Order in a separate identifiable account as the beneficial property of Control Co and shall pay such amount to Control Co upon request.
(c) Notwithstanding sub-clauses 11(a) and (b), Control Co shall be entitled to maintain any action against the Customer.
(d) Notwithstanding sub-clauses 11(a) and (b), the risk of loss or damage to the products shall pass to the Customer upon delivery.
12. Force majeure
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of Control Co, Control Co is unable to perform in whole or in part any obligation under the Order, Control Co is relieved of that obligation to the extent and for the period that it is so unable to perform and it is not to be liable to the Customer in respect of such inability.
(a) The Agreement is made in the States of Queensland and New South Wales, Australia.
(b) The parties submit all disputes arising between them to the Courts of the State of Queensland and New South Wales and any Court competent to hear appeals from those Courts of first instance.
If any provision(s) of these Terms and Conditions is invalid, illegal or unenforceable in any respect, then such provision(s) shall be severed and the remaining provisions shall remain in full force and effect.