Terms and Conditions of Sales and Service

SAFER FACILITIES Group Pty Ltd
ABN 25 687 772 185

1. Definitions

Agreement means the agreement between the Customer and SAFER FACILITIES Group Pty Ltd, which is constituted by:
(a)  these terms and conditions; and
(b)  the Quotation (where applicable).

Customer means the person or persons named as Customer in the Quotation or otherwise contracting SAFER FACILITIES Group.

Equipment means the plant or equipment of the Customer described in the Quotation as well as each or any replacement or substitute thereof and all parts and components thereof.

Fees means the fees specified in the Quotation or other agreement.

PPSA means the Personal Property Securities Act 2009 (Cth).

Premises mean those premises described as the Service Address, being the location of the Equipment.

Products means the equipment and materials to be supplied by SAFER FACILITIES Group to the Customer, the details of which are specified in the Quotation (if any).

Quotation means the formal quote provided for the provision of services and/or supply of products which accompanies these terms and conditions.

Service Date means the date specified as the Service Date in the Quotation, or if none specified, the date on which the Services are provided and/or the Products are supplied (as applicable) by SAFER FACILITIES Group.

Services mean the inspection and testing of the Equipment, the details of which are specified in the Quotation (if any).

SAFER FACILITIES Group means SAFER FACILITIES Group Pty Ltd ABN 25 687 772 185 trading as HOF Fire and Security.

2. Services

SAFER FACILITIES Group agrees to supply the Products and provide the Services in respect of the Equipment to the Customer on the Service Date (or such other date as may be agreed) on the terms set out in this Agreement.

3. Payment

(a)  The Customer shall pay to SAFER FACILITIES Group the Fees for the Products and Services in accordance with the Quotation.

(b)  The Customer shall pay all taxes, charges and fees imposed by any carrier or government or regulatory body which are properly payable in connection with the supply of the Products and Services.

(c)  SAFER FACILITIES Group reserves the right to recover from the Customer all goods and services tax levied on the supply of any goods and services (including the Services and Products) under this Agreement.

4. Customer Obligations

The Customer must:

(a)  maintain all other items, which may affect the testing, maintenance or operation of the Equipment;

(b)  provide such other assistance or permit such other access as SAFER FACILITIES Group may reasonably require for the proper provision of the Products and Services; and

(c)  comply with all operating and maintenance instructions in relation to the Equipment.

5. Limitation of liability

5.1 To the fullest extent permitted by law, SAFER FACILITIES Group excludes all warranties and representations in respect of the supply to the Customer of the Products and Services. Where consumer guarantees under the Competition and Consumer Act 2010 (CCA) apply and cannot be excluded, SAFER FACILITIES Group’s liability is limited to the maximum extent allowed under the CCA. This may include, at SAFER FACILITIES Group’s option:

(a)  if the breach or liability relates to goods:

(i)  the replacement of the goods or the supply of equivalent goods;
(ii)  the repair of the goods;
(iii)  the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv)  the payment of the cost of having the goods repaired;

(b)  if the breach or liability relates to services:

(i)  the supplying of the services again; or
(ii)  the payment of the cost of having the services supplied again.

5.2 In all other circumstances where loss or damage (including loss or damage related to personal injury, death or property damage) results from the Products or Services or from the performance of obligations by SAFER FACILITIES Group under these terms and conditions, SAFER FACILITIES Group’s liability for the loss or damage will be reduced proportionately to represent the share of responsibility that SAFER FACILITIES Group has for the loss or damage according to the extent to which it was caused or contributed to by SAFER FACILITIES Group’s negligent or wrongful acts or omissions or breach of these terms and conditions.

5.3 To the maximum extent permitted by law, neither party will have any liability to the other for fines, penalties, taxes (except GST) and any exemplary, aggravated or punitive damages, liquidated damages or any indirect or consequential loss (including but not limited to loss of business, loss of revenue, loss of contract, loss of production, lost opportunity costs), legal costs and expenses (except reasonable legal costs awarded by a court) except where such losses are covered by an insurance policy held by the party.

5.4 Provided that SAFER FACILITIES Group complies with its obligations to hold the insurance in clause 6 in the event that an insurance policy held by SAFER FACILITIES Group does not cover the loss or liability of SAFER FACILITIES Group in relation to the Products or Services, or any indemnity given under these terms and conditions, SAFER FACILITIES Group’s total aggregate financial liability to the Customer will be limited to $10,000.00 including GST.

6. Insurance

SAFER FACILITIES Group will take out public liability insurance to the value specified in the Quotation and will provide certificates of currency as evidence of such insurance within 10 business days of a request by the Customer.

7. Warranties

To the extent permitted by law and except as otherwise provided herein, all conditions, warranties and representations are expressly negated and excluded.

8. Assignment and sub-contracting

(a)  SAFER FACILITIES Group may assign, novate or sub-contract its rights and/or obligations under this Agreement without the consent of the Customer.

(b)  The Customer has no right of assignment without SAFER FACILITIES Group’s consent which consent shall not be unreasonably withheld.

9. Special conditions

The special conditions contained or referred to in the Quotation (if any) shall form part of this Agreement.

10. Conflicts

These terms and conditions will apply to the exclusion of all other terms and conditions contained in the Customer’s order. In the event of any inconsistency, SAFER FACILITIES Group will be deemed, by supplying the Products and Services to the Customer, to have made an offer to the Customer to sell the Products and Services pursuant to these terms and conditions, which offer will be deemed to have been accepted if the Customer retains the Products or accepts the Services. SAFER FACILITIES Group reserves the right to change these terms and conditions at any time by notice to the Customer.

11. Retention of title

(a)  Risk in any Products will pass to the Customer on delivery.

(b)  Notwithstanding paragraph (a), SAFER FACILITIES Group will retain ownership of the Products until it has received payment in full for the Products and for all Services supplied by SAFER FACILITIES Group to the Customer.

(c)  The Customer must insure the Products against all usual risks to full replacement value until ownership passes to the Customer. Any insurance monies received by the Customer in respect of the Products owned by SAFER FACILITIES Group, shall be held on trust for SAFER FACILITIES Group.

(d)  Where the Products are processed or commingled into other property, SAFER FACILITIES Group takes title to that other property as well.

(e)  Where the Customer disposes of the Products before payment of the full Fees to SAFER FACILITIES Group, the sale proceeds of such disposal are the property of SAFER FACILITIES Group and the Customer holds the proceeds on trust for SAFER FACILITIES Group. Further, the Customer, in disposing of the Products before payment to SAFER FACILITIES Group, does so as SAFER FACILITIES Group’s fiduciary agent.

(f)  In the event that the Customer fails to make payment within the due time as stipulated by SAFER FACILITIES Group, without prejudice to the SAFER FACILITIES Group’s other remedies, SAFER FACILITIES Group has the right to enter the premises of the Customer and to regain possession of the said Products and the Customer waives the right to receive any notice under the PPSA.

12. PPSA

(a)  The Customer acknowledges and agrees that this Agreement constitutes a Security Agreement for the purposes of the PPSA and that SAFER FACILITIES Group may register its Security Interest in the Products and in the proceeds of sale of the Products as a Purchase Money Security Interest on the Register.

(b)  The Customer undertakes to promptly sign any further documents and to provide any further information (such information to be complete, accurate and up-to-date in all respects) which SAFER FACILITIES Group may require to make relevant registrations on the Register.

(c)  Where the PPSA applies to action taken by SAFER FACILITIES Group in relation to the Products, the Customer:

(i)  agrees that sections 120, 125, 142 and 143 of the PPSA will not apply; and
(ii)  waives its right to receive any notices under sections 95, 118(1)(b), 121(4), 123(2), 130, 132(3)(d), 132(4) and 135 of the PPSA and any right to receive a Verification Statement under the PPSA.

(d)  Capitalised terms used in this clause have the meanings given to them in the PPSA.

13. Miscellaneous

(a)  No waiver by SAFER FACILITIES Group of any default or breach or the non-acceptance by SAFER FACILITIES Group of any repudiation of this Agreement by the Customer shall affect the rights of SAFER FACILITIES Group in respect of any further or continuing default or breach or any subsequent repudiation by the Customer.

(b)  This Agreement shall be binding on the heirs, successors and permitted assigns of the parties hereto.

(c)  In the event that any provision (or part thereof) contained in this Agreement is rendered void, invalid or unenforceable in any jurisdiction then such provision (or part thereof) shall be severed from this Agreement without affecting the validity of the provision in any other jurisdiction or the remaining provisions in that jurisdiction.

(d)  Where there is more than one Customer, then the liability of each shall be joint and several.

(e)  In this Agreement:

(i)  the singular includes the plural and vice versa;
(ii)  any gender includes any other gender; and
(iii)  a reference to a person includes a corporation or any other legal entity and vice versa.

(f)  No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement will prejudice or restrict the rights of that party.

(g)  This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and contains all of the representations, undertakings, warranties, covenants and agreements of the parties.

(h)  This Agreement shall be governed by and construed in accordance with the laws of the State or Territory in which the Premises are located.

(i)  Any amendment to this Agreement must be in writing and signed by both parties.

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