Impact Security & Electrical – Terms & Conditions of Trade
© Copyright – EC Credit Control 1999 – 2020 – #34213
1. Definitions
1.1 “Seller” means Impact Security & Electrical Pty Ltd T/A Impact Security & Electrical, its successors and assigns or any person acting on
behalf of and with the authority of Impact Security & Electrical Pty Ltd T/A Impact Security & Electrical.
1.2 “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a
reference to each Client jointly and severally.
1.3 “Goods” means all Goods or Services supplied by the Seller to the Client at the Client’s request from time to time (where the context so
permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between the Seller and the Client in accordance
with clause 4 below.
1.5 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2. Acceptance
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client
places an order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any
inconsistency with any other document or agreement between the Client and the Seller.
2.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the
Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Change in Control
3.1 The Client shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or
any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s,
or business practice). The Client shall be liable for any loss incurred by the Seller as a result of the Client’s failure to comply with this clause.
4. Price and Payment
4.1 At the Seller’s sole discretion, the Price shall be either:
(a) as indicated on any invoice provided by the Seller to the Client; or
(b) the Seller’s quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty
(30) days.
4.2 The Seller reserves the right to change the Price if a variation to the Seller’s quotation is requested Any variation from the plan of scheduled
Services or specifications (including, but not limited to, any variation as a result of additional Services required due to unforeseen
circumstances such as poor weather conditions, limitations to accessing the site, availability of machinery, safety considerations, design
change, prerequisite work by any third party not being completed or as a result of any increase to the Seller in the cost of materials and
labour) will be charged for on the basis of the Seller’s quotation and will be shown as variations on the invoice. The Client shall be required
to respond to any variation submitted by the Seller within ten (10) working days. Failure to do so will entitle the Seller to add the cost of the
variation to the Price. Payment for all variations must be made in full at the time of their completion.
4.3 At the Seller’s sole discretion, a deposit of up to twenty percent (20%) of the Price may be required.
4.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by the Seller, which
may be:
(a) on delivery of the Goods;
(b) by way of instalments/progress payments in accordance with the Seller’s payment schedule;
(c) for credit approved Client either fourteen (14) days or thirty (30) days following the end of the month in which a statement is posted to the
Client’s address or address for notices;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by the Seller.
4.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by
any other method as agreed to between the Client and the Seller.
4.6 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the Seller
nor to withhold payment of any invoice because part of that invoice is in dispute.
4.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to the Seller an amount equal to any
GST the Seller must pay for any supply by the Seller under this or any other agreement for the sale of the Goods. The Client must pay GST,
without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the
Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the
Price.
5. Delivery of Goods
5.1 Subject to clause 5.2 it is the Seller’s responsibility to ensure that the Services start as soon as it is reasonably possible.
5.2 The Services’ commencement date will be put back and the completion date extended by whatever time is reasonable in the event that the
Seller claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond the Seller’s control,
including but not limited to any failure by the Client to:
(a) make a selection; or
(b) have the site ready for the Services; or
(c) notify the Seller that the site is ready.
5.3 At the Seller’s sole discretion, the cost of delivery is included in the Price.
5.4 The Seller may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the
provisions in these terms and conditions.
5.5 Any time specified by the Seller for delivery of the Goods is an estimate only and the Seller will not be liable for any loss or damage incurred
by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be
Impact Security & Electrical – Terms & Conditions of Trade
© Copyright – EC Credit Control 1999 – 2020 – #34213
delivered at the time and place as was arranged between both parties. In the event that the Seller is unable to supply the Goods as agreed
solely due to any action or inaction of the Client, then the Seller shall be entitled to charge a reasonable fee for redelivery and/or storage.
6. Risk
6.1 If the Seller retains ownership of the Goods under clause 10 then:
(a) where the Seller is supplying Goods only, all risk for the Goods shall immediately pass to the Client on delivery and the Client must
insure the Goods on or before delivery. Delivery of the Goods shall be deemed to have taken place immediately at the time that the
Goods are delivered by the Seller or the Seller’s nominated carrier to the Client’s nominated delivery address (even if the Client is not
present at the address).
(b) where the Seller is to both supply and install Goods then the Seller shall maintain a contract works insurance policy until the Services are
completed. Upon completion of the Services all risk for the Services shall immediately pass to the Client.
6.2 The Seller shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client
acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, the Seller accepts no
responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
6.3 The Client acknowledges that Goods supplied may:
(a) fade or change colour over time; and
(b) expand, contract or distort as a result of exposure to heat, cold, weather; and
(c) mark or stain if exposed to certain substances; and
(d) be damaged or disfigured by impact or scratching.
6.4 Whilst the final location of the condensing unit is at the discretion of the Client, a charge will apply as a variation as per clause 4.2, if the
Client requests the unit to not be located adjacent to the external wall, due to the underground piping required.
6.5 The final location of the wall, window or floor unit must be determined on site by the Client.
6.6 The Seller shall upon installation ensure that all installed Goods meet current industry standards applicable to noise levels, however the
Seller cannot guarantee that noise levels will remain constant post installation as the Goods may be impacted by many factors such as the
weather, lack of maintenance, tampering etc.
6.7 In the event that any of the equipment needs to be relocated due to complaints from neighbours or local authorities, then the Client shall be
responsible for any and all costs involved.
6.8 The Client acknowledges and agrees that it is their responsibility to insure any equipment partly or completely installed on site, against theft
or damage.
6.9 In the event that the electrical wiring is required to be re-positioned at the request of any third party contracted by the Client then the Client
agrees to notify the Seller immediately upon any proposed changes. The Client agrees to indemnify the Seller against any additional costs
incurred with such a relocation of electrical wiring. All such variances shall be invoiced in accordance with clause 4.2.
6.10 Where the Client has supplied materials for the Seller to complete the Services, the Client acknowledges that he accepts responsibility for
the suitability of purpose, quality and any faults inherent in the materials. The Seller shall not be responsible for any defects in the Services,
any loss or damage to the Goods (or any part thereof), howsoever arising from the use of materials supplied by the Client.
6.11 Where the Seller is required to install the Goods the Client warrants that the structure of the premises or equipment in or upon which these
Goods are to be installed or erected is sound and will sustain the installation and work incidental thereto and the Seller shall not be liable for
any claims, demands, losses, damages, costs and expenses howsoever caused or arising in connection with the installation and work
incidental thereto.
6.12 The Client acknowledges that the Seller is only responsible for parts that are replaced by the Seller and does not at any stage accept any
liability in respect of previous services and/or goods supplied by any other third party that subsequently fail and found to be the source of the
failure, the Client agrees to indemnify the Seller against any loss or damage to the Goods, or caused by the Goods, or any part thereof
howsoever arising.
6.13 In the event that the Seller discovers asbestos/hazardous materials whilst undertaking any Services the Seller shall immediately advise the
Client of the same and shall be entitled to suspend the Services pending a risk assessment in relation to those materials. The Client shall be
liable for all additional costs (howsoever arising) incurred by the Seller as a result of the discovery of asbestos/hazardous materials and/or
any suspension of Services in relation thereto.
6.14 The Client accepts that electronic security systems, smoke, heat and like detectors installed to / at their premises:
(a) are for monitoring and detection purposes and should not be seen as a life saving device; and
(b) does not guarantee the site will be free from malicious damage or losses caused by attack, break and/or enter.
6.15 It shall be the Client’s responsibility:
(a) to ensure the security system equipment is tested and maintained to full operational condition; and
(b) for all phone calls or data transmissions emanating from the security system panel; and
(c) to ensure all electronically protected areas are free from obstacles which may impair the operation of the system.
6.16 The Client acknowledges and agrees that:
(a) the Seller does not guarantee the performance or transmission speed or quality of any data; and
(b) transmission of data may be unavailable from time to time due to scheduled maintenance and/or upgrades to websites, software
applications, servers or networks by third parties; and
(c) there are inherent hazards in electronic distribution (including, but not limited to electrical interference, surges or spikes, high traffic
volume affecting speed, etc.) and as such the Seller cannot warrant against delays or errors in transmitting data between the Client and
any person or entity the Client conducts communications with including monitoring data, and you agree that the Seller will not be liable
for any losses which the Client suffers as a result of delays or errors in transmitting data or other communications and/or documents.
6.17 Where the Client updates or upgrades any software or hardware that may interface with the Seller’s alarm or monitoring applications without
advising the Seller, the Client shall indemnify the Seller of any loss or damage the Client or the Client’s property or possessions may incur as
a result of the Client’s failure to advise the Seller of any such update or upgrade that may affect the effectiveness of the alarm or monitoring.
6.18 The Client acknowledges that:
(a) all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in the Seller’s or manufacturer’s fact
sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Client shall not be entitled
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to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless
expressly stated as such in writing by the Seller;
(b) while the Seller may have provided information or figures to the Client regarding the performance of the Goods, the Client acknowledges
that the Seller has given these in good faith, and are estimates industry prescribed estimates under optimal operating conditions.
6.19 The Client shall be responsible for ensuring that the Goods ordered are suitable for their intended use.
7. Access
7.1 The Client shall ensure that the Seller has clear and free access to the work site at all times to enable them to undertake the works. The
Seller shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or
paved or grassed areas) unless due to the negligence of the Seller.
8. Underground Locations
8.1 Prior to the Seller commencing any work the Client must advise the Seller of the precise location of all underground services on the site and
clearly mark the same and where necessary “Dial Before You Dig” must be consulted. The underground mains & services the Client must
identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge
mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site. If
the Client requests the Seller to engage the service locator, then this shall be in addition to the Price.
8.2 Whilst the Seller will take all care to avoid damage to any underground services the Client agrees to indemnify the Seller in respect of all and
any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 8.1.
9. Compliance with Laws
9.1 The Client and the Seller shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public
authorities that may be applicable to the Services.
9.2 The Client shall obtain (at the expense of the Client) all licenses and approvals that may be required for the Services.
9.3 The Client agrees that the site will comply with any work health and safety (WHS) laws relating to building/construction sites and any other
relevant safety standards or legislation.
9.4 All work will be tested to ensure that it is electrically safe and is in accordance with the wiring rules and other standards applying to the
electrical installation under the Electrical Safety Regulations, applicable Act, and/or Codes of Practice. All of the cabling work will comply
with the Australian and New Zealand Wiring standards.
9.5 If during the course of installation when the Services are being conducted within and around switchboards that if the same is found defective
or deemed to be unsafe by the Seller, then the Seller shall notify the Client immediately. The power if isolated will not be re-energised until
such time as the existing condition has been rectified and made safe in accordance to the Electrical Safety Regulations. The Client accepts
and agrees that any costs associated with the rectification Services including any Goods and labour shall be to the Client’s account.
9.6 Any live Services or Services undertaken near live conductors where it is safe to do so shall be dealt with in accordance with Australian and
New Zealand Wiring standards being “Safe working on Low Voltage Electrical Installations, relevant Commonwealth and Statutory Acts and
Work Place Regulations”. The Seller’s live Services procedures are designed to eliminate risk of injury to the Seller’s employees, damage to
the Client’s installations and unexpected power disconnections. It may in some cases require disconnection and isolation of the installation
to undertake such Services for which additional charges may be applicable. This shall be invoiced in accordance with clause 4.2.
10. Title
10.1 The Seller and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid the Seller all amounts owing to the Seller; and
(b) the Client has met all of its other obligations to the Seller.
10.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been
honoured, cleared or recognised.
10.3 It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 10.1:
(a) the Client is only a bailee of the Goods and must return the Goods to the Seller on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for the Seller and must pay to the Seller the proceeds of any
insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for
market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act
on trust for the Seller and must pay or deliver the proceeds to the Seller on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the
resulting product on trust for the benefit of the Seller and must sell, dispose of or return the resulting product to the Seller as it so directs.
(e) the Client irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession
of the Goods.
(f) the Seller may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while
they remain the property of the Seller.
(h) the Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not
passed to the Client.
11. Personal Property Securities Act 2009 (“PPSA”)
11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the
PPSA.
11.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a
security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary
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obligation of the Client to the Seller for Services – that have previously been supplied and that will be supplied in the future by the Seller to
the Client.
11.3 The Client undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in
all respects) which the Seller may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities
Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 11.3(a)(i) or 11.3(a)(ii);
(b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change
statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of the Seller;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral
(account) in favour of a third party without the prior written consent of the Seller;
(e) immediately advise the Seller of any material change in its business practices of selling the Goods which would result in a change in the
nature of proceeds derived from such sales.
11.4 The Seller and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms
and conditions.
11.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
11.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
11.7 Unless otherwise agreed to in writing by the Seller, the Client waives their right to receive a verification statement in accordance with section
157 of the PPSA.
11.8 The Client must unconditionally ratify any actions taken by the Seller under clauses 11.3 to 11.5.
11.9 Subject to any express provisions to the contrary (including those contained in this clause 11) nothing in these terms and conditions is
intended to have the effect of contracting out of any of the provisions of the PPSA.
12. Security and Charge
12.1 In consideration of the Seller agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in
any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the
Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
12.2 The Client indemnifies the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client
basis incurred in exercising the Seller’s rights under this clause.
12.3 The Client irrevocably appoints the Seller and each director of the Seller as the Client’s true and lawful attorney/s to perform all necessary
acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Client’s behalf.
13. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
13.1 The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify the Seller in writing of any evident
defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the
Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow the Seller to
inspect the Goods.
13.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and
warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (NonExcluded Guarantees).
13.3 The Seller acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Seller makes no warranties or
other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. The Seller’s liability
in respect of these warranties is limited to the fullest extent permitted by law.
13.5 If the Client is a consumer within the meaning of the CCA, the Seller’s liability is limited to the extent permitted by section 64A of Schedule 2.
13.6 If the Seller is required to replace the Goods under this clause or the CCA, but is unable to do so, the Seller may refund any money the
Client has paid for the Goods.
13.7 If the Client is not a consumer within the meaning of the CCA, the Seller’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Client by the Seller at the Seller’s sole discretion;
(b) limited to any warranty to which the Seller is entitled, if the Seller did not manufacture the Goods;
(c) otherwise negated absolutely.
13.8 Subject to this clause 13, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 13.1; and
(b) the Seller has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
13.9 Notwithstanding clauses 13.1 to 13.8 but subject to the CCA, the Seller shall not be liable for any defect or damage which may be caused or
partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store any Goods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent
operator or user;
(d) the Client failing to follow any instructions or guidelines provided by the Seller;
(e) fair wear and tear, any accident, or act of God.
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13.10 In the case of second hand Goods, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity
to inspect the second hand Goods prior to delivery and accepts them with all faults and that to the extent permitted by law no warranty is
given by the Seller as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The
Client acknowledges and agrees that the Seller has agreed to provide the Client with the second hand Goods and calculated the Price of the
second hand Goods in reliance of this clause 13.10.
13.11 The Seller may in its absolute discretion accept non-defective Goods for return in which case the Seller may require the Client to pay
handling fees of up to ten percent (10%) of the value of the returned Goods plus any freight costs.
13.12 Notwithstanding anything contained in this clause if the Seller is required by a law to accept a return then the Seller will only accept a return
on the conditions imposed by that law.
14. Default and Consequences of Default
14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a
half percent (2.5%) per calendar month (and at the Seller’s sole discretion such interest shall compound monthly at such a rate) after as well
as before any judgment.
14.2 If the Client owes the Seller any money the Client shall indemnify the Seller from and against all costs and disbursements incurred by the
Seller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the
Seller’s contract default fee, and bank dishonour fees).
14.3 Further to any other rights or remedies the Seller may have under this contract, if a Client has made payment to the Seller, and the
transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs
incurred by the Seller under this clause 14 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to
the Client’s obligations under this agreement.
14.4 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Client which
remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if:
(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Client will be unable to make a payment when it falls
due;
(b) the Client has exceeded any applicable credit limit provided by the Seller;
(c) the Client 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
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
15. Cancellation
15.1 Without prejudice to any other remedies the Seller may have, if at any time the Client is in breach of any obligation (including those relating
to payment) under these terms and conditions the Seller may suspend or terminate the supply of Goods to the Client. The Seller will not be
liable to the Client for any loss or damage the Client suffers because the Seller has exercised its rights under this clause.
15.2 The Seller may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are
delivered by giving written notice to the Client. On giving such notice the Seller shall repay to the Client any money paid by the Client for the
Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.
15.3 In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by the
Seller as a direct result of the cancellation (including, but not limited to, any loss of profits).
15.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production
has commenced, or an order has been placed.
16. Privacy Policy
16.1 All emails, documents, images or other recorded information held or used by the Seller is Personal Information, as defined and referred to in
clause 16.3, and therefore considered Confidential Information. The Seller acknowledges its obligation in relation to the handling, use,
disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being
Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic
Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy
Laws”). The Seller acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal
Information, held by the Seller that may result in serious harm to the Client, the Seller will notify the Client in accordance with the Act and/or
the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be
approved by the Client by written consent, unless subject to an operation of law.
16.2 Notwithstanding clause 16.1, privacy limitations will extend to the Seller in respect of Cookies where the Client utilises the Seller’s website to
make enquiries. The Seller agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web
beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to the Seller when the Seller sends an email to the Client, so the Seller may collect and review that information
(“collectively Personal Information”)
If the Client consents to the Seller’s use of Cookies on the Seller’s website and later wishes to withdraw that consent, the Client may
manage and control the Seller’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser
history when exiting the site.
16.3 The Client agrees that the Seller may exchange information about the Client with those credit providers and with related body corporates for
the following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
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(c) 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; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
16.4 The Client consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit.
16.5 The Client agrees that personal credit information provided may be used and retained by the Seller for the following purposes (and for other
agreed purposes or required by):
(a) the provision of Goods; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.
16.6 The Seller may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
16.7 The information given to the CRB may include:
(a) Personal Information as outlined in 16.3 above;
(b) name of the credit provider and that the Seller is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account
and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty
(60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that
the Client no longer has any overdue accounts and the Seller has been paid or otherwise discharged and all details surrounding that
discharge (e.g. dates of payments);
(g) information that, in the opinion of the Seller, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
16.8 The Client shall have the right to request (by e-mail) from the Seller:
(a) a copy of the Personal Information about the Client retained by the Seller and the right to request that the Seller correct any incorrect
Personal Information; and
(b) that the Seller does not disclose any Personal Information about the Client for the purpose of direct marketing.
16.9 The Seller will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to
fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
16.10 The Client can make a privacy complaint by contacting the Seller via e-mail. The Seller will respond to that complaint within seven (7) days
of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the
event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at
www.oaic.gov.au.
17. Dispute Resolution
17.1 If a dispute arises between the parties to this contract then either party shall send to the other party a notice of dispute in writing adequately
identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least
once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a
resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or
sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:
(a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and
(b) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.
18. Building and Construction Industry Security of Payments Act 1999
18.1 At the Seller’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and
Construction Industry Security of Payments Act 1999 may apply.
18.2 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Building and Construction
Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable.
19. Service of Notices
19.1 Any written notice given under this contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this contract;
(c) by sending it by registered post to the address of the other party as stated in this contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the
transmission;
(e) if sent by email to the other party’s last known email address.
19.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of
post, the notice would have been delivered.
20. General
20.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it
affect that party’s right to subsequently enforce that provision. 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.
Impact Security & Electrical – Terms & Conditions of Trade
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20.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales in which the Seller has
its principal place of business, and are subject to the jurisdiction of the courts in Gosford, New South Wales.
20.3 Subject to clause 13, the Seller shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense
(including loss of profit) suffered by the Client arising out of a breach by the Seller of these terms and conditions (alternatively the Seller’s
liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
20.4 Neither party shall assign or sub-contract all or any part of their rights and obligations under this agreement without the written consent of the
other party.
20.5 The Client agrees that the Seller may amend these terms and conditions by notifying the Client in writing. These changes shall be deemed
to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for
the Seller to provide Goods to the Client.
20.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other
event beyond the reasonable control of either party.
20.7 Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to
do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.