A. These Conditions of Sale shall apply to all goods and services(“the Goods”) supplied by Automation Associates 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 cover the use of the design only. Any unauthorized distribution of the design without written consent 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. All invoices including deposit invoices, progress invoices rendered on a monthly basis, variation invoices and final invoices rendered on completion of work are payable within 7 days. Any queries in relation to an invoice should be raised immediately upon receipt to enable prompt resolution of any issues. In the event that any invoice remains unpaid in contravention of the agreed terms of our engagement we reserve the right to defer any further work pending settlement thereof.
B. (i) Automation Associates reserve the right to re-estimate should the estimate not be taken in its entirety. (ii) Prices are subject to availability and exchange rate at time of shipping. (iii) Unless specified otherwise, pricing estimates do not include concrete drilling, concrete cutting, core drilling, chasing, trenching or 240V work. (iv) Where required, we can arrange the items in (iii) above for you and will charge those on a per hour rate as required. (v) If trenching is included, discovery of concrete or hidden services will incur an extra fee. (vi) RF price is subject to an aerial survey and allows for standard UHF aerial on a 2-metre braced mount. (vii) Errors and omissions excepted. (viii) This estimate is valid for 14 (fourteen) days from the date on this estimate. (ix) All estimate pricing excludes GST unless otherwise stated.
C. Retention’s, set offs and counterclaims will not be accepted.
D. 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.
E. In the case of a retrofit job or jobs under $50,000:
- 50% of the value of the estimate is required on acceptance.
- 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, periderms and accommodation costs.
- Payment will be required before Fit-off commences.
- The final 5% of the value of the estimate will be invoiced upon practical completion* of all works. At this time the full value of any subsequent agreed variations, plus any outstanding travel costs, periderms and accommodation costs will also be invoiced.
- “*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, ie: A third party gate subcontractor unable to attend site for two weeks would not delay practical completion.
- Payment for the final 5% is due within 7 days of the date of the invoice.
For all other work exceeding $50,000:
- A 25% Deposit is required on acceptance.
- The balance of the quoted value will be split evenly over the duration of the project and invoiced monthly, commencing in the month prior to the projected starting month of the project and concluding in the projected completion month. Agreed Variations, Travel, Periderms and Accommodation costs will be incorporated into the remaining monthly progress payments. Variations under 4 hours or $400+gst will be noted, completed and invoiced. Variations over this amount will be priced to you before proceeding. Payment is due within seven days of the date of the invoice.
F. In the case of a Service Call Automation Associates charges will include a minimum call charge of one hour of labour at the standard labour rate applying from time to time plus an on-site fee at the fixed rate applicable at the time the Service Call is made.
G. 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 7 days from the date of the invoice.
H. 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.
I. 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.E. if unpaid within one week of demand having been made.
J. Automation Associates will pass on restocking fees for equipment not required.
A. Labour is charged up as required.
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, a charge for the wasted visit will be made.
E. The Price is subject to final location of the equipment.
F. Location and numbers of all outlets are to be confirmed by the Client on site at the Markup Meeting.
G. Price is subject to free access into the ceiling.
H. Changes made in design will be agreed in writing before work commences.
I. Please provide power points adjacent to all iN outlets and to all Hub, Equipment and Screen locations.
J. Power points should be the same height as data outlets and 50mm apart.
K. Please ensure that all AV and Projector Power Point’s are looped on the same circuit to avoid hum.
L. Where required, Lock Strikes, Maglocks, Drop Bolts, and Floor Boxes will be supplied to the Client’s builder for fitting.
M. Where required, Gate Actuators will be supplied to the Client’s gate company for fitting.
N. 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.
O. Client supplied equipment must be supplied to Automation Associates one month before required installation date.
P. Modification of products (including painting, powder coating and electroplating) may void manufacturer warranties.
Q. Automation Associates undertakes to exercise all care but cannot be held responsible for accidents.
R. Automation Associates accepts no responsibility for loss of goods or life during or after an installation.
S. Automation Associates does not perform or pay for strengthening work required after penetrations.
T. Any time required for site inductions, safety compliance etc is additional to the amount quoted unless specified otherwise.
U. 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.
V. Automation Associates reserve the right to store, modify, reuse and reengineer any compiled or uncompiled code unless contracted otherwise.
4. INSPECTION OF GOODS
The client shall inspect the Goods on delivery and shall within seven (7) days of delivery (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
A. 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.
A. 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 (whether before or after completion of any contract for the supply of any Goods) for any loss or damage arising from, caused by or due to any negligence of Automation Associates’ representatives, servants or agents. 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 : – (i) Keep the Goods in good condition and in a secure manner; (ii) Insure the Goods with a reputable insurance company for their full replacement value; (iii) 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. 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.
D. 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.
E. 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. 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. 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.
F. 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: (i) 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. (ii) 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.
G. If any part of this clause 7 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.