GLOBAL FIRE PTY LTD – TERMS AND CONDITIONS
In these terms and conditions (Terms), unless otherwise indicated, ‘we’, ‘us’, and ‘our’ means Global Fire Pty Ltd (ABN 90 109 866 140), and ‘you’ and ‘your’ means the person, organisation or entity that purchases products and related services (Goods and Services) from us as described on any Order or Quotation, including your successors and permitted assigns.
Any Order for, or statement of intent to purchase any Goods and/or Services, or a direction to proceed with any work, procurement, delivery or shipment of such Goods and/or Services constitutes the formation of the Agreement with us and shall be governed by these Terms unless otherwise agreed in writing.
We may alter, amend, revise or change these Terms with reasonable notice given to you of any such alteration, amendment, revision or change. If you proceed to accept the supply of the Goods and/or Services from us, you shall have accepted such alteration, amendment, revision or change in the Terms.
You acknowledge and accept that any additional or different terms and conditions to these Terms shall not be effective or binding on us unless expressly agreed to by our authorised representative in writing. None of our agents or representatives other than an authorised officer or director are authorised to make such representations, statements, conditions or agreements. You acknowledge that we are not bound by any such unauthorised actions.
1. Definitions
Agreement means the agreement between us and you for the provision of Goods and/or Services and comprising:
(a) the Order;
(b) these terms; and
(c) any Quotation.
Dispute means a dispute between the parties which has arisen in connection with the subject matter or interpretation of the Agreement, including a dispute concerning a claim in tort, under statute, or on any other basis in law or equity available under the law governing the Agreement.
Force Majeure Event means an event of force majeure as defined at law, and includes but is not limited to:
(a) causes beyond our reasonable control resulting in us being unable to obtain necessary labour, materials components or manufacturing facilities;
(b) acts of God, acts by you, acts of civil or military authority, priorities, fire, strikes or other labour disturbances, floods, cyclones, epidemics, war, riots, delays in transport or car shortages;
(c) epidemic, pandemic, or quarantine by order of any authority or any other event that is a public health risk as defined by the International Health Regulations published by the World Health Organisation;
(d) a state of disaster or state of emergency is declared, an evacuation order (or equivalent) is issued by an authority, or any other act of or declaration by the government made in respect of the events described in (a), (b), or (c) above; or
(e) any other event or circumstance which is:
(i) is beyond our control;
(ii) prevents us from performing our obligations under the Agreement; and
(iii) cannot be reasonably foreseen, prevented, overcome or remedied by us using a reasonable standard of care and diligence.
Goods means the products provided and/or materials supplied by us to you, as stated in an Order or Quotation.
Insolvency Event means:
(a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party's estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency;
(b) where the party is a company, a resolution is passed or Court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law;
(c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or
(d) the party is unable to pay its debts as and when they fall due.
Intellectual Property means any intellectual or industrial property whether protected by statute, at common law or in equity, including any trademark, patent, invention, copyright, or design right (whether or not registrable), in any design, specification, process, technique, software, know how, trade secret, technical information, financial information, business method and confidential information.
Loss means any loss, liability, damage, cost or expense, including legal costs on a full indemnity basis, of whatever kind and however it arises.
Order means any purchase order, work order, work authorisation or any other form of request for us to supply either or both Goods and Services to you, regardless of whether such order is made orally or in written form.
PPSA means the Personal Property Securities Act 2009 (Cth).
Price means the price payable for the Goods and Services the subject of an Order in accordance with clause 4.
Quotation means any quotation we provide you to supply either or both Goods and Services.
Services means the services we provide to you, as stated in the Order or Quotation.
Trading Hours means Monday to Friday between 7am and 3.30pm, excluding public holidays in New South Wales.
2. Quotations and Orders
(a) You may order from us by contacting us, requesting a Quotation and proceeding to place an Order.
(b) Our price lists, brochures and similar informative material concerning our Goods and Services shall not constitute a binding offer.
(c) Our Quotations are based on clear and unrestricted access to the work area (Site) and the assumption that all work on Site can be carried out on a continuous and uninterrupted basis during our normal Trading Hours. Work performed outside of our normal Trading Hours or on a public holiday at your request, or as a result of disruption, shall be at our discretion and will be subject to a surcharge.
(d) Our Quotations are valid for thirty (30) days unless otherwise agreed and may be based on a Site visit and/or information provided by you. If information provided by you is incorrect and/or incomplete, we reserve the right to amend our Quotations and provide an amended Quotation to you, thereby cancelling the previous Quotation. This includes, but is not limited to, changes to the quantity of units being ordered. We may amend or revoke our Quotations at any time prior to acceptance by you.
(e) We may at our discretion accept or reject an Order depending on factors such as the availability of Goods and/or Services and our ability to validate payment for the Goods and Services.
(f) It is your responsibility to check the details of your Order, including pricing prior to completing the Order.
(g) Once payment has been validated and your Order has been placed, we will provide you with details of your Order including the shipping and billing addresses and a description of what was ordered.
(h) We may require you to pay a deposit or prepayment on account of the Price.
(i) We may charge you for any additional costs and fees we incur in connection with any delay caused as a result of us following your instructions or you not fulfilling your obligations under these Terms.
3. Exclusions
Unless included in the original scope of work by mutual agreement, our Quotations exclude:
(a) The commissioning or re-commissioning of fire systems caused by issues with the original commissioning and/or maintenance of the fire systems.
(b) Cost of repairs, parts or other deemed faulty equipment whilst under contract or agreement.
(c) Any consumable goods, e.g., fuel, oil, batteries, light bulbs etc.
(d) Costs incurred in draining, cleaning and repairing water storage tanks.
(e) Exact matching of fire equipment if items need to be replaced.
(f) Three monthly testing of passive fire equipment.
(g) Costs of overhauls or services to any of the fire essential service pumps or equipment.
(h) Annual hydrant or sprinkler system flow tests.
(i) Five yearly hydrostatic tests.
(j) Pressure testing and/or recharging of portable fire extinguishers.
(k) Any fees or charges associated with the fire monitoring system and Telstra back up lines.
(l) Any costs involved in the hiring of scissor or boom lifting equipment.
4. Price and Payments
(a) You must pay us the amount set out in any Quotation for the Goods and Services plus any applicable delivery and insurance charges (Price) in accordance with these Terms.
(b) You must pay the Price to us:
(i) within 14 days of receipt of a validly issued invoice; and
(ii) without withholding, deduction, counterclaim or set-off.
(c) The Price will include GST (where applicable), and all amounts are stated in Australian dollars. Any delivery and insurance charges will be separately shown.
(d) The Price must be paid using one of the methods set out on the invoice. If payment cannot be successfully processed, the Order may be cancelled.
(e) The Price quoted by us is based on the cost of labour, materials and statutory obligations applicable at the date of the Quotation. Any variations in these rates or obligations incurred by us shall be payable by you. Similarly, any increase in the cost of supplying the Goods or delivering the Services between the date of the Order and the date of supply and/or delivery shall be borne by you.
(f) We may change the Price by providing reasonable written notice to you.
(g) We shall be entitled to charge reasonable additional costs and fees for any delays caused as a result of us obeying your instructions or by you not fulfilling your obligations under the Agreement.
(h) Without prejudice to any other right or remedy we may have, if the Price or any other amount due for payment, is not paid on the due date:
(i) we may charge, and you must pay, interest on the outstanding amount at the Reserve Bank of Australia cash rate plus five percent per annum, calculated daily from the due date until the date of payment;
(ii) we may suspend providing the Goods and Services the subject of a Quotation and cease further testing, maintenance repairs and Site attendance until the outstanding amount has been paid in full; and
(iii) we reserve the right to take legal action, including but not limited to, repossessing Goods over which we have a security interest (see clause 7).
(i) You indemnify us from and against all Loss we incur in pursuing any overdue amounts you owe us.
5. Delivery of Goods and Provision of Services
(a) All Orders made with us are subject to availability. If any Goods are out of stock or discontinued, we reserve the right to substitute such Goods with other products of similar quality, appearance, value and size. Where an item is substantially different, we will obtain your permission prior to substituting the item.
(b) We deliver to the locations set out on our website. If you are not in our delivery area, please contact us to discuss your delivery options.
(c) We use a range of delivery methods and free delivery may apply to some Goods or areas. If free delivery does not apply, a delivery fee will be payable, and will be set out on the Quotation.
(d) Deliveries will be made to the address specified by you, and all deliveries must be signed for. We will notify you when your delivery is scheduled to occur. If you need to change the delivery address, delivery date or other details, please contact us as soon as possible to see if this is possible. Additional charges may apply if the timing or location of delivery is changed by you, if we are required to store the Goods securely, and for any other expenses incurred by us.
(e) Any timeframes stated by us in a Quotation for delivery of Goods and Services are estimates only. We will use our reasonable endeavours to supply the Goods and Services in the quantity, manner and timeframe stated in the Quotation. We will not be liable for any Loss suffered by you as a result of any delay or failure by us to deliver the Goods and Services (or any part of them) or any failure by us to deliver the requested quantities. We may refuse to deliver the Goods and Services to you if you owe us any money.
(f) Installation Services: If our Services include installation services, we will notify you when the installation services are scheduled to occur. When you provide an address to us for the purpose of providing the installation services, you warrant that you are authorised to admit us to that address to provide the agreed services, and you undertake to ensure appropriate access and working conditions are provided. If you need to change the installation address, installation date or any other details, please contact us as soon as possible to see if this is possible. Additional charges may apply. If for any reason we are prevented from performing the installation services due to lack of access, interference, interruption or disruption, you may be liable for any expenses incurred by us.
(g) Inspection Services: If our Services include routine inspection services, we will provide the inspection services for the duration and on the inspection schedule as agreed with you in the Quotation. When you provide an address to us for the purpose of providing the inspection services, you warrant that you are authorised to admit us to that address to provide the agreed services, and you undertake to ensure appropriate access and working conditions are provided. If for any reason we are prevented from performing the inspection services due to lack of access, interference, interruption or disruption, you may be liable for any expenses incurred by us. If you seek to cancel our inspection services, we require at least 9 months’ notice in writing.
(h) Prior to the provision of any Services, we will carry out a risk assessment of the Site, and any hazards identified that are unable to be adequately controlled by our servicemen will be reported immediately to you so that appropriate action can be taken by you to allow work to proceed.
(i) During any load/flow testing of pumps, we accept no responsibility for the efficiency of any onsite drainage pipe work.
(j) We shall not be liable for any delay in the delivery of Goods and/or the provision of Services caused by a Force Majeure Event. In the event of a delay caused by a Force Majeure Event, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the Force Majeure Event.
6. Property and Risk
(a) All risk of loss and damage to and liability for the Goods passes to you on delivery of the Goods to you or any third party who is acting on your behalf.
(b) Legal and beneficial ownership in the Goods shall not pass to you until you have paid us the Price in full for the Goods. Until you have paid us in full for the Goods, we will remain the sole and absolute owner of the Goods.
(c) Subject to the provisions of the PPSA, until we receive payment of the Price in full for the Goods:
(i) you hold the Goods as bailee for us and must separately store the Goods in such a way that makes it clear they are our property;
(ii) you grant us an irrevocable license to enter your premises and retrieve the Goods; and
(iii) you must not sell or dispose of any of the Goods or any interest in the Goods without our prior written consent.
(d) Subject to the provisions of the PPSA, we may, in addition to any other rights we might have, re-take possession of all Goods in your possession to clear any outstanding indebtedness you owe us. In doing so, we might choose not to distinguish between Goods that have and have not been paid for.
(e) If we consent to the sale of Goods in accordance with clause 6(c)(iii):
(i) you must inform any person to whom you propose to sell or dispose of the Goods (Acquirer) of our interest in the Goods;
(ii) you must ensure that the terms of the sale or disposal of Goods to the Acquirer includes a term that is identical in substance to this clause 6;
(iii) notwithstanding that payment of the Price for the Goods may not be due, you must pay us the Price for the Goods as soon as you receive payment for the Goods from the Acquirer;
(iv) you will hold on trust for us all your rights against the Acquirer and, to the extent necessary to discharge all debts owing to us in respect of the supply of Goods, any moneys you receive from the Acquirer;
(v) we may trace all and any monies from any sale or disposal of the Goods until you pay us the Price in full for the Goods; and
(vi) you must, at our request, assign your claims against the Acquirer and irrevocably appoint us and each of our officers as your attorney to give effect to and complete such assignment.
7. Security
(a) Unless the context requires otherwise, terms used in this clause have the meanings given to them in, or by virtue of, the PPSA.
(b) You grant to us a security interest in all Goods to which we retain title to under these Terms.
(c) You consent to us creating and maintaining a registration on the Personal Property Securities Register (Register) in any required form, in relation to any security interest contemplated or created by this agreement, including a security interest.
(d) You agree to sign any necessary documents and provide all reasonable assistance and information to facilitate the registration and maintenance of a security interest on the Register. We reserve the right to register a financing statement or financing change statement in respect of any security interest and you waive the right to receive notice of a verification statement in accordance with section 157 of the PPSA.
(e) You undertake to do any and all acts that we reasonably require you to do to:
(i) allow us to create and maintain a perfected security interest (including a purchase money security interest) in respect of any Goods we supply you and any and all proceeds of those Goods;
(ii) allow us to register a financing statement or financing change statement;
(iii) ensure that we maintain our secured position under the PPSA;
(iv) not register a financing statement or financing change statement without our prior written consent;
(v) not register or commit to the register of a financial statement or financing change statement in respect of the Goods, in favour of a third party, without our prior written consent.
(f) You waive your rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), and 135 of the PPSA and your rights as a grantor and a debtor under sections 142 and 143 of the PPSA and you agree that sections 96 and 125 of the PPSA do not apply to the security agreement created by this Agreement.
(g) We may apply amounts received from you in connection with the sale of Goods to satisfy obligations secured by security interests at our absolute discretion.
8. Warranties and Guarantees
(a) The Goods and Services come with guarantees (Consumer Guarantees) that cannot be excluded under the Australian Consumer Law (ACL).
(b) For major failures with the Service, you are entitled:
(i) to cancel your service contract with us; and
(ii) to a refund for the unused portion, or to compensation for its reduced value.
(c) You are also entitled to choose a refund or replacement for major failures with Goods.
(d) If a failure with the Goods or Service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the Goods and to cancel the contract for the Service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss of damage from a failure in the Goods or Service.
(e) Where you are not a ‘consumer’ within the meaning of the ACL, the Consumer Guarantees referred to above do not apply.
(f) In addition to any rights or remedies that you may have under the ACL or any other law, we provide a Workmanship Warranty which specifically covers defects or shortcomings in our workmanship, failure to adhere to industry standards, or any negligence in providing our Services.
(g) The Workmanship Warranty will be valid for a period of 12 months from the invoice date or installer’s statement date, as applicable (Warranty Period).
(h) The Workmanship Warranty shall apply only to defects appearing within the Warranty Period. After the Warranty Period you are deemed to have accepted the Goods and/or Services.
(i) The Workmanship Warranty does not apply and to the extent permitted by law, we will not be liable:
(i) where the defect is caused by you;
(ii) where maintenance is not carried out as required;
(iii) where you or another party did not comply with all operating and maintenance instructions or the manufacturer’s specifications;
(iv) any work done or repairs made by any person other than a person authorised by us to do the work and/or make the repairs;
(v) in cases of normal wear and tear;
(vi) any accident or act of God;
(vii) any work required to be done to repair a defect or damage caused by power fluctuations or voltage irregularities such as voltage spikes; or
(viii) any work required to be done to repair a defect or damage caused as a result of your vandalism, fire, water damage, negligence or other circumstance outside of our control or that of the manufacturer.
(j) The Workmanship Warranty does not cover Goods provided by third parties, including manufacturers. Any such Goods are subject solely to the warranties (if any) specified by the manufacturers or third-party suppliers to us, and you acknowledge that, to the extent permitted by law, Global Fire gives no warranties beyond those provided by the relevant manufacturer or third-party supplier. These warranties vary depending on the manufacturer, supplier, and product.
(k) Any condition, term, guarantee or warranty which would otherwise be implied in the Agreement is hereby excluded to the full extent permitted by law.
9. Limitation of Liability
(a) Our liability under any claim by you in respect of this Agreement or matters associated with this Agreement is limited to the portion of the Price allocable to the Goods and/or Services, which give rise to that claim, including negligence for any Loss or damages arising out of, connected with, or resulting from this Agreement, or from the performance or breach thereof, or from the delivery, installation, technical direction of installation, operation or use of any equipment, material or components covered by or furnished under this Agreement.
(b) We are not liable for any:
(i) loss of profits or revenue, loss of use of the equipment or any associated equipment, facilities or services downtime costs;
(ii) special, consequential or indirect loss or damages; or
(iii) for any claims by third parties against you for such loss or damages.
(c) We do not give any warranty with respect to (without limitation):
(i) breaches of the Warranty not reported to us within the Warranty Period;
(ii) failures or damage in respect of the Services due to misapplication, abuse, improper installation or abnormal conditions of temperature, dirt or corrosive matter;
(iii) failure in respect of the Services due to operation (either intentional or otherwise) above rated capacities or in an otherwise improper manner;
(iv) Goods which have been in any way tampered with or altered by anyone other than by our authorised representative;
(v) Goods damaged in shipment or otherwise without fault on our part; or
(vi) expenses incurred by you in an attempt to repair or rework any alleged defective Goods.
10. Indemnity
(a) You indemnify us from and against all claims, suits, demands, actions, liabilities, costs and expenses (including legal costs and expenses on a full indemnity basis) resulting from your breach of these Terms.
(b) You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Goods and/or Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
(c) The obligations under this clause will survive termination of these Terms.
11. Termination
(a) Either party may terminate the Agreement if the other party (the ‘defaulting party’) is in material breach of the Agreement and the breach is not capable of remedy, or where the breach is capable of remedy and the defaulting party fails to remedy the breach within thirty (30) days of notice.
(b) A party may terminate an Agreement by notice to the other party if the other party suffers an Insolvency Event.
(c) We may terminate an Agreement at any time by written notice to you.
(d) If the Agreement is terminated prior to the expiry of the Term, other than due to our default, without prejudice to any other rights we may have, an early termination fee will apply. This means that in addition to paying all of the amounts due to us up until the termination date, you will also be required to pay seventy five percent (75%) of the remaining payments under the Agreement up to the end of the Term. Term is defined as the initial term specified on the Quotation, Order or Agreement and then any successive twelve (12) month period.
(e) Termination of this Agreement will not affect any of our accrued rights or liabilities.
12. Dispute Resolution
(a) If a Dispute arises, either party may give the other party written notice of the Dispute identifying and providing details of the Dispute (Dispute Notice) by email or by registered post.
(b) Within seven (7) days of receipt of a Dispute Notice, representatives of the parties having authority to bind the parties shall confer to seek to resolve the Dispute. In the event of any doubt, the representatives who have the authority to bind the party shall be the Chief Executive Officers (or equivalent) of the parties. All aspects of such conference(s) shall be subject to ‘without prejudice’ privilege.
(c) Neither party may commence any court proceedings prior to complying with subclauses 12(a) and (b).
13. Intellectual Property
(a) Unless otherwise agreed between the parties in respect of particular Services we provide you, all Intellectual Property Rights in or arising out of or in connection with the provision of the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
(b) We agree to grant you a non-exclusive, perpetual, royalty-free licence to use Intellectual Property which is used by us in connection with the performance Services for the purpose of receiving and using the Services.
(c) You agree to provide to us, and you grant us a non-exclusive, royalty-free, non-transferable licence to use, any materials reasonably requested and necessary for us to provide you Goods and Services.
14. Privacy
We agree to comply with the Privacy Act 1988 (Cth), all other applicable privacy laws and such other data protection laws as may be in force from time to time which regulate the collection, storage, use and disclosure of information that can identify individuals or make them reasonably identifiable, to the extent that we are legally obligated to comply with these laws.
15. Assignment and Subcontracting
(a) We may assign, transfer or novate our rights and/or obligations under the Agreement or subcontract the performance of the Services and/or the supply of the Goods to a third party without your prior written consent.
(b) You must not assign, transfer or novate your rights and/or obligations under the Agreement without our prior written consent.
16. General
(a) We shall have no liability to you in respect of any matter in connection with the Agreement unless the claim together with full particulars thereof is lodged with us within fourteen (14) days of the occurrence of the event(s) or circumstance(s) on which the claim is based.
(b) If any provision or part of any provision of the Agreement is unenforceable, the parties agree that such unenforceability shall not affect any other part of such provision or any other provision of the Agreement.
(c) Any failure by a Party to insist upon strict performance by the other of any provision in these Terms will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by us of any of these Terms shall be effective unless we expressly state it is a waiver and we communicate to you in writing.
(d) The Agreement shall be governed by and construed in accordance with the laws in force in New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
(e) No provision of the Agreement shall be construed adversely against one party solely on the basis that the party was responsible for the drafting of that provision.
For any questions or notice, please contact us at:
31/105A Vanessa St, Kingsgrove NSW 2208
Phone: 1300 88 70 18
Email: feedback@globalfire.com.au