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All orders are accepted by Digital Door Systems Pty Ltd Trading as Ninja Security subject to the Terms & Conditions of Sale as set out below.
1. PARTIES
The Supplier Digital Door Systems Pty Ltd Trading As Ninja Security (ACN 131 711 414)
The Customer ………………………………………………………………
2. DEFINITIONS
2.1. The Supplier is Digital Door Systems Pty Ltd Trading as Ninja Security (ACN 131 711 414).
2.2. The Customer is the person or entity that places the Order with the Supplier and is the registered proprietor(s) of the Premises (‘the Owner’) and/or any person(s) or entity who is authorized, either expressly or by implication, to act on behalf of the Owner that the Order is provided for (‘the Agent’).
2.3. The Guarantor is the person(s), or entity, who agrees to be liable for the debts of the Customer. The Order shall be defined as any request for the provision of Goods and/or Services by the Customer with the Supplier which has been accepted by the Supplier.
2.4. The Goods are the products and/or components provided by the Supplier.
2.5. The Services are all the delivery and/or supply of Goods and installation done by the Supplier, including any testing, advice or recommendations.
2.6. The Premises are the property and/or site at which the Customer engages the Supplier to complete the Order.
2.7. The Price is the amount invoiced for Goods supplied or Services provided.
2.8. Indirect, Special or Consequential loss or damage includes i) any loss of income profit or business; ii) any loss of good will or reputation; iii) any loss of value of intellectual property.
2.9. Invoices include invoices for Goods supplied or for Services provided, or both.
3. GENERAL
3.1. These Terms and Conditions together with the Supplier’s written or verbal quotation and the Supplier’s Credit Application Form forms this Agreement.
3.2. Any Order requested by the Customer is deemed to be an Order incorporating these Terms and Conditions notwithstanding any inconsistencies which may be introduced in the Customer Order or acceptance unless expressly agreed to by the Supplier in writing. In the event that an inconsistency exists and/or arises it is acknowledged between the parties that these Terms and Conditions will prevail.
3.3. The Customer covenants that it is either the Owner, or otherwise, an Agent acting under authority, whether expressed or implied, on behalf of the Owner.
3.4. No subsequent correspondence or document or discussion shall modify or otherwise vary these Terms and Conditions unless such variation is in writing and signed by the Supplier.
3.5. The Terms and Conditions are binding on the Customer, his heirs, assignees, executors, trustees and where applicable, any liquidator, receiver or administrator.
3.6. In these Terms and Conditions, the singular shall include the plural, the masculine shall include feminine and neuter and words importing persons shall apply to corporations.
3.7. Where more than one Customer completes this Agreement each shall be liable jointly and severally.
3.8. If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired and the offending provision shall be deemed as severed from these Terms and Conditions.
3.9. The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent but the Supplier acknowledges that it remains at all times liable to the Customer.
3.10. The failure by the Supplier to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier’s right to subsequently enforce that provision.
3.11. The Customer acknowledges that the Supplier may use these Terms and Conditions on its website and that it may provide notice to the Customer of any amendments. In this event, the Terms and Conditions on the Supplier’s website shall apply to any future dealings as between the parties and the Customer is deemed to have notice of any such Terms and Conditions and/or amendments.
4. PLACEMENT OF ORDERS
4.1 Orders placed by the Customer with the Supplier will be considered valid when placing the Order verbally or in writing.
4.2 Any written Quotation given by the Supplier shall expire thirty (30) days after the date of the written quotation. Quotations may also be provided to the Customer by verbal communication over the telephone.
4.3 All prices are based on taxes and statutory charges current at the time of the Quotation. Should these vary during the period from the date of the Quotation to the date of the invoice, the difference will become the responsibility of the Customer and the Customer will be invoiced for the extra charge by the Supplier.
5. PRICE
5.1. At the Supplier’s sole discretion the Price shall be either:
5.1.1. As detailed on invoices provided by the Supplier to the Customer in respect of Goods supplied or Services provided; or
5.1.2. The Supplier’s quoted Price as for the Order (subject to clause 5.2).
5.2. The Supplier reserves the right to change the Price in the event of a variation to the Supplier’s Order, and notice will be provided by the Supplier within a reasonable time.
6. PROVISION OF SERVICES
6.1. The Supplier reserves their right to:
6.1.1. Decline requests for any Services requested by the Customer.
6.1.2. Cancel or postpone appointments at their discretion.
6.2. If the Customer fails to attend any appointment without prior notice, the Customer shall, at the discretion of the Supplier, be liable for a $33.00 No Show Fee.
6.3. Unless specified by the Supplier to the contrary in the Order, the Supplier does not warrant that it will be capable of providing the Services at specific times requested by the Customer during the term of this Agreement.
6.4. Subject to otherwise complying with its obligations under this Agreement, the Supplier shall exercise its independent discretion as to its most appropriate and effective manner of providing the Services and of satisfying the Customer’s expectations of those Services.
6.5. In the discharge of its duties, the Supplier shall comply with all reasonable resolutions, regulations and directions of the Customer that may lawfully be given from time to time as to the nature and scope of the Services provided.
6.6. Nothing in the above clause shall effect the Supplier’s right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regulations and directions or otherwise with its obligations under this Agreement.
6.7. The Supplier may agree to provide, on request from the Customer, additional Services not included or specifically excluded in the Quotation/Order. In this event, the Supplier shall be entitled to make an additional charge. Additional Services includes, but is not limited to, alterations, amendments, and any additional visits by the Supplier after provision of the Goods and/or or Services at the request of the Customer.
6.8. Delivery of any Goods by the Supplier to the Customer shall be deemed to be complete when the Goods are collected by the Customer or are delivered to the Customer or to the carrier as nominated by the Supplier and/or Customer.
7. PAYMENT AND CREDIT POLICY
7.1. Any reference to Customer shall include all Customers, unless it refers to a specific group of Customers.
7.2. For credit purposes, the two main groups of Customers are Non-Account Customers and Account Customers.
Non-Account Customers
7.2.1. The Customer must make payments to the Supplier in accordance with the following schedule:
7.2.1.1. Payment of 30% of the Price upon acceptance of the Quotation;
7.2.1.2. Further 50% of the Price is payable upon cable rough-in and prior to installation taking place;
7.2.1.3. Balance payment of 20% of the Price is to be made upon completion of the Services and/or supply of the Goods, otherwise within seven (7) days from the date of issue of invoice(s).
Account Customers
7.2.2. The Customers must make full payment to the Supplier within thirty (30) days from the date of issue of invoice(s) for the Goods and/or Services.
Credit
7.3 Credit will only be granted at the sole discretion of the Supplier and upon submission of a completed Credit Application Form.
7.4 Any credit granted may be revised by the Supplier at any time and at its discretion.
7.5 The Supplier reserves the right to withdraw any credit facility upon any breach by the Customer of these Terms of Conditions or upon the Customer ceasing to trade and/or being subject to any legal proceedings and/or the Customer committing an act of insolvency.
8. GOODS AND SERVICES TAX
8.1. GST refers to Goods and Services tax under the Goods and Services Act 1999 (“GST Act”) and terms used herein have the meanings contained within the GST Act.
8.2. It is hereby agreed between the Customer and the Supplier that the consideration for the Supplier expressed in this Agreement is exclusive of the Supplier’s liability of GST.
8.2.1. On sale:
8.2.1.1. The Customer will pay to the Supplier, in addition to the total purchase Price, the amount payable by the Supplier of GST on the taxable supply made by the Supplier under this Agreement;
8.2.1.2. The Supplier shall deliver to the Customer a Tax Invoice for the supply in a form which complies with the GST Act and Regulations.
9. DISHONOUR OF CHEQUE
9.1. If any cheque issued by the Customer or by any third party in payment of the Price is dishonoured:
9.1.1. The Supplier may refuse to supply any further Goods and/or Services until satisfactory payment is received in full, including bank fees and charges;
9.1.2. The Supplier is entitled to treat the dishonour of the Customer’s cheque as a repudiation of this Agreement and to elect between terminating this Agreement or affirming this Agreement, and in each case claiming and recovering compensation for loss or damage suffered from the Customer.
9.1.3. The Customer may be liable for a dishonoured cheque fee of $40.00.
10. DEFAULT
10.1. Invoices issued by the Supplier shall be due and payable within seven (7) days of the date of issue for Non-Account Customers, and invoices issued by the Supplier shall be due and payable within thirty (30) days of the date of issue for Account Customers (“Default Date”). Without prejudice to any other rights of the Supplier, the Customer may be charged interest at the Prescribed Rate pursuant to the Penalty Interest Rates Act (1983) Vic plus 2% per annum charged monthly on any payment in arrears.
10.2. If the Supplier does not receive the Outstanding Balance for the Goods and/or Services on or before the Default Date, the Supplier may, without prejudice to any other remedy it may have, forward the Customer’s outstanding account to a debt collection agency for further action. The Customer acknowledges and agrees that:
10.2.1 After the Default Date, the Outstanding Balance shall include, but not limited to, all applicable fees and charges under this Agreement;
10.2.2 In the event of the Customer being in default of the obligation to pay and the overdue account is then referred to a debt collection and/or law firm for collection, the commission payable where the collection agency charges commission on a contingency basis shall be calculated as if the agency has achieved one hundred percent recovery and shall be added to the debt and the legal costs , whether incurred directly or by the agency shall be calculated on the indemnity basis and added to and form part of the debt and the total shall be treated as a liquidated demand.
11 RISK AND LIABILITY
11.1 The Customer will ensure when placing Orders that there is sufficient information to enable the Supplier to execute the Order.
11.2 The Supplier takes no responsibility if the specifications are wrong or inaccurate and the Customer will be liable for the expenses incurred by the Supplier for any work required to rectify the Order.
11.3 The Customer is responsible for ensuring that the Supplier is made aware of any special requirements pertaining to the Order and that the Supplier relies upon the integrity of the information supplied to it.
11.4 The Supplier takes no responsibility and will not be liable for any damages or costs resulting in the Goods being faulty as a consequence of insufficient information provided by the Customer.
11.5 The Supplier takes no responsibility for representations made in relation to the Goods or any delay in the delivery of the Goods made by a third party or third party manufacturer.
11.6 The Customer acknowledges that the Supplier shall not be liable for and the Customer releases the Supplier from :
11.6.1 Any claims in respect of faulty or defective design of any Goods supplied.
11.6.2 Physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of supply, layout, assembly, installation or operation of the Goods;
11.7 Except as provided in these conditions all express and implied warranties, guarantees and conditions under statute or general law as to merchantable quality, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise is expressly excluded.
11.8 The Supplier does not represent that it will carry out any Services and/or provide and/or deliver any Goods unless it is included in the Quote.
12 WARRANTY
Warranty for Services
12.1 The Supplier warrants that if any defect in any Service provided by the Supplier becomes apparent and is reported to the Supplier within twelve (12) months of the provision of the Services (time being of the essence) then the Supplier will (at the Supplier’s sole discretion) remedy the defective Service.
12.2 If any Services provided by the Supplier are repaired, altered or overhauled by the Customer or caused to be repaired, altered or overhauled by the Customer without the Supplier’s consent, the warranty shall cease and the Supplier shall thereafter in no circumstances be liable under the terms of the warranty.
12.3 In respect of all claims the Supplier shall not be liable to compensate the Customer for any delay in replacing the defective Goods or remedying the defective Services or in properly assessing the Customer’s claim. The Supplier will use its best endeavours to assist the Customer with its claim.
12.4 For defective Services where the Customer has complied with the conditions of warranty, the Supplier’s liability is limited to replacing the defective Goods.
Warranty for Goods
12.5 The warranty for Goods supplied shall be the current warranty provided by the manufacturer of the Goods. The Supplier shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
12.5 The Customer agrees to be responsible for all amounts owing to the Supplier in the event that any Goods are supplied on the basis that a manufacturer’s warranty is in place and it subsequently becomes known to the parties that the warranty is void or inapplicable.
12.6 Warranty for Goods shall only cover the cost of Goods. The Customer acknowledges that additional costs incurred, such as labour and/or freight, must be borne by the Customer.
Warranty for Goods and Services
12.7 If the Customer is in default of any payment to the Supplier after a request in writing has been made, the warranty shall cease and the Supplier shall thereafter in no circumstances be liable under the terms of the warranty.
13 RETENTION OF TITLE
13.1 While the risk in Goods shall pass on delivery and/or supply (including all risks associated with unloading), legal and equitable title in the Goods shall remain with the Supplier until full payment of all Goods supplied by the Supplier to the Customer is made. Pending such payment the Customer:
13.1.1 Shall hold the Goods as Bailee for the Supplier and shall return the Goods to the Supplier if so requested.
13.1.2 Agrees to hold the Goods at the Customer’s own risk and is liable to compensate the Supplier for all loss or damage sustained to the Goods whilst they are in the Customer’s possession.
13.2 The Supplier reserves the right to enter the Customer’s premises without liability for trespass or any resulting damage in retaking possession of the Goods until the accounts owed to the Supplier by the Customer are fully paid.
14 TERMINATION AND CANCELLATION
Cancellation by Supplier
14.1 The Supplier may cancel any Order to which these Terms and Conditions apply or cancel delivery of Goods and/or the provision of Services at any time before the Goods are delivered or the Services are provided by giving written notice to the Customer. On giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price. The Supplier shall not be liable for any loss or damage or consequential loss or damage whatever arising from such cancellation.
14.2 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 Customer which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:
14.2.1 Any money payable to the Supplier becomes overdue and after a request for payment in writing has been made; or
14.2.2 The Customer 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
14.2.3 A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer or any judgment is taken out against the Customer and remains unpaid for more than seven (7) days.
Cancellation by Customer
14.3 Any Order cannot be cancelled by the Customer unless expressly agreed to by the Supplier in writing.
14.4 In the event that the Customer cancels delivery of Goods and/or Services to be provided the Customer shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.
14.5 If the Customer places an Order with the Supplier and the Supplier places an Order with a third party Supplier to meet the Customer’s request, the Customer shall be liable for the Price of the Goods ordered if the Customer cancels the Order and the Goods have already been dispatched.
Limitation of damage
14.6 The Customer acknowledges that in the event of any breach of this Agreement/Order by the Supplier including indirect, special or consequential loss, the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price.
15 SET-OFF
15.1 The Customer shall have no right of set-off in any suit, claim or proceeding brought by the Supplier against the Customer for default in payment.
15.2 The Customer acknowledges that the Supplier can produce this clause in bar of any proceeding for set-off.
16 INSRUANCE
16.1 The Customer is responsible to effect whatever insurance cover he requires at his own expense.
17 ACCESS
17.1 The Customer shall, where relevant, ensure the Supplier has full and safe access to the premises and any necessary essential services, resources, equipment, materials and information.
17.2 The Customer will be charged an additional fee if the Supplier’s work is interfered with or no proper or safe access is provided to the Supplier.
18 PRIVACY ACT 1988
18.1 The Client and/or Guarantor/s agree for the Service Provider to obtain from a credit reporting agency a credit report containing personal credit information about the Client and/or Guarantor/s in relation to credit provided by the Service Provider.
18.2 The Client and/or the Guarantor/s agree that the Service Provider may exchange information about the Client and/or the Guarantor/s with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency to assess an application by the Client, to notify other credit providers of a default by the Client, 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 or to assess the credit worthiness of the Client and/or the Guarantor/s.
18.3 The Client consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit (S. 18K(1)(h) Privacy Act 1988).
19 AGREED USE
19.1 The Customer acknowledges that the Customer may forfeit any rights if any, he may have against the Supplier if:
19.1.1 The Goods are applied for any other use to which the Goods are not intended for and/or not in accordance with any applicable manual;
19.1.2 Any alteration to the Goods is carried out other than in accordance with intended alterations and/or the Goods are not repaired by an authorized repairer.
19.2 The Customer further acknowledges sole responsibility for any damage or injury to property or person caused by using the Goods in any way, which the Customer may forfeit their rights against the Supplier.
20 JURISDICTION
20.1 This Agreement is deemed to be made in the State of Victoria and all disputes hereunder shall be determined by the appropriate courts of Victoria.
21 ENTIRE AGREEMENT
21.1 These Terms and Conditions set out in this Agreement constitute the whole Agreement made between the Customer and the Supplier.
21.2 This Agreement can only be amended in writing signed by each of the parties.
21.3 All prior discussions and negotiations are merged within this document and the Supplier expressly waives all prior representations made by him or on his behalf that are in conflict with any clauses in this document in any way.
21.4 Nothing in these Terms and Conditions is intended to have the effect of contravening any applicable provisions of the Competition and Consumer Act 2010 or the FairTrading Acts in each of the States and Territories of Australia.
I/We understand and agree to be bound by the Terms and Conditions set out herein.
Name:
Position Held:
Signature:
Date:
