Terms & Conditions
Terms & Conditions of Sale
1. GENERAL
A. These Conditions of Sale shall apply to all goods and services (“the Goods”) supplied by Automation Associates Commercial Limited (together with its agents, administrators and assigns “Automation Associates”), to the addressee of this document (together with its agents, administrators and assigns “the Client”) and shall prevail over any Client’s terms and conditions of sale.
B. Notwithstanding clause 1.A, Automation Associates may by written notice to the Client, alter or replace these Conditions of Sale. All orders placed subsequently by the Client shall be upon the altered or replaced Conditions of Sale.
C. Automation Associates and the Client shall acknowledge that these Terms and Conditions constitute a security agreement as defined by the Personal Property Securities Act 1999 (PPSA). This enables Automation Associates to register the debt owed by the Client until it is paid in full. For the purposes of the PPSA, collateral shall include Goods and Services and the proceeds thereof. The Client shall agree not to allow any person to file a finance statement over any collateral secured by this Security Agreement without the prior written consent of Automation Associates.
D. All design information is intellectual property of Automation Associates. Any associated design fees, where applicable cover the use of the design only. Any unauthorised distribution of the design without written consent and payment made in full by the client to Automation Associates for the relevant designs, is strictly prohibited.
E. The contract covers use of the design for the site it was intended for only. To use this design on a different site a fee must first be negotiated to cover the re-use of our intellectual property. If this design is re-used without written permission from Automation Associates, the original fee will be charged again in full.
2. PRICE AND TERMS OF PAYMENT
A. General Terms
1. Automation Associates reserve the right to re-estimate should the estimate not be taken in its entirety.
2. Prices are subject to availability and exchange rate at time of shipping.
3. Where required concrete core drilling will be provided by others.
4. Unless specifically stated otherwise we will provide concrete cutting, any chasing, trenching and 240V work on charge-up per hour as required.
5. If trenching is included, discovery of concrete or hidden services will incur an extra fee.
6. This estimate is valid for 14 (fourteen) days from the date on this estimate.
7. All estimate pricing excludes GST unless otherwise stated.
B. Retentions, set-offs and counterclaims will not be accepted.
C. In the event the Client cancels the job after the initial payment is made Automation Associates will issue a credit for the deposit less any costs and administration fees incurred to date. In addition, the Client will be invoiced for any products already ordered should they exceed the value of the initial payment.
D. In the case of a job or jobs under $25,000:
1. 50% of the value of the estimate is required on acceptance.
2. A further 45% of the value of the estimate will be invoiced before commencement of fit-off. At this time 95% of the value of any agreed variations will also be invoiced, plus any outstanding travel costs, per diems and accommodation costs.
3. Payment will be required before fit-off commences.
4. The final 5% of the value of the estimate will be invoiced upon practical completion. At this time the full value of any subsequent agreed variations, plus any outstanding travel costs, per diems and accommodation costs will also be invoiced.
5. Practical completion is deemed to have been achieved when all systems are fully commissioned and will not be subject to delay by factors outside the control of Automation Associates, i.e. a third party subcontractor delay in practical completion.
6. Payment for the final 5% is due within 7 days of the date of the invoice.
E. For all other work exceeding $25,000:
1. The full value of the equipment cost to the client will be invoiced upfront and due for full payment at the date specified on the invoice
2. The balance of the quoted value will be split evenly over the duration of the project or by work in progress milestones as agreed, and invoiced monthly, commencing in the month prior to the projected starting month of the project and concluding in the projected completion month.
3. Agreed variations, travel, and per diems and accommodation costs will be incorporated into the remaining monthly progress payments.
4. Variations under 4 hours or $400+GST will be noted, completed and invoiced. Variations over this amount will be priced to you before proceeding.
F. Payment is due on the 20th of the month following the invoice date unless otherwise specified either by agreement with the Client or by indication on the invoice
G. In the case of service calls, Automation Associates will charge a minimum of one hour of labour at the standard labour rate.
H. Automation Associates reserves the right to charge interest on the overdue amounts. The annual rate of interest that Automation Associates would normally be charged by Automation Associates trading bank plus 2.5% per annum on any part of the purchase price unpaid after the 20th day of the month following the date of purchase.
I. The right to restrict or withhold the sale of further goods on credit is reserved where Automation Associates has reason to doubt the Client’s ability to pay for such purchases.
J. In any case where Automation Associates has incurred any expenses, costs, disbursements, or other sums reasonably incurred in the recovery of any outstanding amounts due to Automation Associates, including debt collection, agency fees and legal costs between Solicitor and own client, then the client will pay the same to Automation Associates. Such amounts shall carry interest at the rate specified in clause 2.F if unpaid within 7 days of the demand having been made.
K. Automation Associates will pass on any restocking fees for equipment not required.
L. If the client cancels a technician booking within 24 hours of the start time Automation Associates will attempt to reallocate the technician elsewhere, the client will be billed for any time that Automation Associates cannot reallocate.
M. Where the completion date of the job is delayed by the Client or others, Automation Associates will charge a storage fee of $50.00+gst per square meter of storage space per week.
N. Where Automation Associates are required to store equipment supplied by the Client or others, we will charge a fee of $50.00+gst per square meter of storage space per week and a handling fee of $50.00+gst per box.
3. INSTALLATION
A. Labour shall be provided at a fixed cost unless otherwise agreed between Automation Associates and the Client.
B. The price is based on access to the entire site during the visit. If we are required to make multiple trips to site due to an area not being ready, we will charge for the additional visits as required.
C. We request 7 days’ notice of the requirement to attend site. If we are required to attend site urgently (within 48 hours) we will charge for this visit as required.
D. If we book a visit and the site is not ready, an additional charge for the visit will be made.
E. The price is subject to final location of the equipment.
F. Price is subject to free and continuous access to all areas relevant to the contract.
G. Changes made in design will be agreed in writing before work commences.
H. The Client shall provide Automation Associates free and unlimited access to all construction and project delivery stakeholders.
I. If Automation Associates is installing equipment supplied by another party Automation Associates reserves the right to levy a charge for any interface equipment, time or disbursements required to successfully connect the equipment to the system.
J. Client supplied equipment must be supplied to Automation Associates one month before required installation date.
K. Modification of products (including painting, powder coating and electroplating) may void manufacturer warranties.
L. Automation Associates undertakes to exercise all care but cannot be held responsible for accidents.
M. Automation Associates accepts no responsibility for loss of goods or life during or after an installation.
N. Automation Associates does not perform or pay for strengthening work required after penetrations.
O. Where the client data network infrastructure is used for any transport of audio visual or control traffic, all responsibility lies with client to ensure that all network hardware is; capable, functional and configured correctly for optimal performance when handling such traffic.
Any hardware or labour required to assist with the build or configuration of the client network will be charged at standard rates (assuming work is done inside of normal hours).
P. Where the client network is at fault or configured incorrectly, any time consumed by Automation Associates technicians as a result will be on charged at standard rates.
Where client provides housing for Automation Associates supplied hardware, adequate ventilation must be allowed for so that the internal temperature of the housing structure i.e. rack, credenza, cabinetry does not exceed 30°C. Failure to accommodate this requirement may void warranties on supplied hardware.
Q. Automation Associates retains the intellectual property over, and rights to, any and all uncompiled programming code unless contracted otherwise. Ownership of the compiled code passes to the Client on completion of payment.
R. Automation Associates reserve the right to store, modify, reuse and reengineer any compiled or uncompiled code unless contracted otherwise.
S. The Client shall provide wired or wireless internet connectivity to the work location for the duration it is required by Automation Associates. If internet connectivity is not available and is required we will provide temporary internet connectivity and charge for this as required.
T. Automation Associates accepts no responsibility for issues occurring due to the radio frequency environment at site.
4. INSPECTION OF GOODS
The client shall inspect the Goods on installation and shall within 20 working days of installation (time being of the essence) notify Automation Associates of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The client shall afford Automation Associates an opportunity to inspect the Goods within a reasonable time following delivery if the client believes the Goods are defective in any way. If the client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Automation Associates has agreed in writing that the client is entitled to reject, the liability of Automation Associates is limited to either (at the discretion of Automation Associates) replacing the Goods or repairing the Goods.
5. FORCE MAJEURE
Automation Associates shall not be liable for delay in complying with its responsibilities or obligations under this contract whether caused in whole or in part by force majeure, which for the purposes of this contract shall include (but not be limited to) acts of God, natural disasters, strike, lockout, fire, war, civil commotion, Court order, inability to obtain materials or goods including export or import bans or any other cause beyond the control of Automation Associates.
6. CREDIT
Automation Associates reserves the right to withdraw or refuse credit for any reason at any time.
7. WARRANTIES AND LIABILITIES
A. Automation Associates shall not be liable for any special, incidental, indirect or consequential loss or damage which may result from or relate to a breach by Automation Associates of any of its obligations or a breach of any of the Client’s rights.
B. None of Automation Associates’ employees, agents or independent contractors shall in any circumstance be under any liability of any kind to the Client for any loss or damage whether arising or resulting directly, indirectly or consequentially from any act, neglect or default on the part of Automation Associates.
C. Warranty periods begin from the purchase date of the equipment.
D. Automation Associates may, at its discretion cancel any or all warranties where payment is outstanding.
8. RISK AND TITLE
A. The Goods shall remain the absolute property of Automation Associates as legal and equitable owner, until Automation Associates has received payment for the goods and for any interest, costs, expenses or other sums to which Automation Associates is entitled pursuant to these Terms and Conditions of Trade (all of which are together called “the amount owed”).
B. Until payment in full of the amount owed and while the Goods are in the possession or control of the Client, the Client shall: –
1. Keep the Goods in good condition and in a secure manner;
2. Insure the Goods with a reputable insurance company for their full replacement value;
3. Keep the Goods separate and readily identifiable and not remove or obscure any brand name, marking or other means of identification appearing on the Goods or any packaging.
C. Until Automation Associates has received payment of the amount owed, the Goods are supplied to and shall be dealt with by the Client only as a fiduciary agent, and/or Bailee of Automation Associates and it shall be the duty of the Client to account to Automation Associates for the proceeds of any sale or disposition of the Goods to a maximum of the amount owed.
D. The Client shall ensure that any proceeds are paid into a separate bank account that does not have a debit balance at the time of deposit, so that the proceeds are identifiable and traceable. While the Client shall deal as principal and Automation Associates shall not be liable to any person with whom the Client deals nevertheless the Client shall hold the entire proceeds of sale or other dealing in respect of the Goods in trust for Automation Associates.
E. Until such time as Automation Associates has received payment in full of the amount owed, Automation Associates may give notice in writing to the Client to return Goods or any part of them. Upon such notice the rights of the Client to ownership or any other interest in the Goods shall cease.
F. The Client hereby irrevocably authorises Automation Associates immediately upon either default in payment of the amount owed or in breach of any other terms of this contract, without the necessity of giving notice, to enter on and into any property or premises owned or occupied by the Client to search for and remove all or any of the Goods, and to sell or otherwise dispose of the Goods removed and credit the sale proceeds towards the amount owed.
G. If all or any of the goods are wholly or partially attached to, intermingled with or incorporated in any other Goods, Automation Associates may in its sole discretion disconnect or retrieve the Goods, in order to remove them. Automation Associates shall not be liable for any loss or damage caused to or liability incurred by the Client in exercising its rights under this clause.
H. The Client hereby indemnifies and shall keep indemnified Automation Associates for any claims for loss or damages that may be made against Automation Associates as a result of the exercise by Automation Associates of its rights pursuant to this clause.
I. If at the time of any default by the Client either in payment of the amount owed or in observance of any other terms of this contract or upon the appointment of a Statutory Manager to, or the receivership, liquidation, or bankruptcy of, or making of a scheme of arrangement by, the Client:
1. All or any of the Goods have been sold or otherwise disposed of by the Client for valuable consideration, or so as to create a debt owed to the Client, then the Client assigns all legal and equitable title to that consideration and/or debt to Automation Associates and authorises Automation Associates to act in all respects as the Client in obtaining and realising that consideration and/or debt, and in crediting the sum towards the amount owed.
2. All or any of the Goods have been lost, damaged or destroyed in circumstances that entitle the Client to claim reimbursement pursuant to any insurance policy, then the Client hereby authorises Automation Associates to act in all respects as the Client in making or pursuing the claim, which proceeds are to be credited towards the amount owed.
3. If any part of this clause 8 is void or unenforceable against any creditor, Statutory Manager, receiver or liquidator or Official Assignee in bankruptcy of the Client only that part of this clause shall be void or unenforceable, and it shall be severed from this clause leaving the remaining provisions in full force and effect the design.