Accredited Locksmiths :: Doors & Security

Terms & Conditions of Trade

1. Definitions

1.1 “A.L.D.S” shall mean Accredited Locksmiths Doors & Security Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Accredited Locksmiths Doors & Security Pty Ltd.

1.2 “Client” shall mean the Client or any person acting on behalf of and with the authority of the Client.

1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.

1.4 “Goods” shall mean Goods supplied by A.L.D.S to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by A.L.D.S to the Client

1.5 “Services” shall mean all services supplied by A.L.D.S to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.6 “Price” shall mean the cost of the Goods as agreed between A.L.D.S and the Client subject to clause 3 of this contract.

2. Acceptance

2.1 Any instructions received by A.L.D.S from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by A.L.D.S shall constitute acceptance of the terms and conditions contained herein.

2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be amended with the written consent of A.L.D.S.

2.4 The Client undertakes to give A.L.D.S at least fourteen (14) days notice of any change in the Client’s name, address and/or any other change in the Client’s details.

3. Price And Payment

3.1 At A.L.D.S’s sole discretion the Price shall be either;

(a) as indicated on invoices provided by A.L.D.S to the Client in respect of Goods supplied; or

(b) A.L.D.S’s quoted Price (subject to clause 3.2) which shall be binding upon A.L.D.S provided that the Client shall accept A.L.D.S’s quotation in writing within thirty (30) days.

3.2 A.L.D.S reserves the right to change the Price in the event of a variation to A.L.D.S’s quotation.

3.3 At A.L.D.S’s sole discretion a deposit may be required.

3.4 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.

3.5 At A.L.D.S’s sole discretion, payment shall be due on delivery of the Goods.

3.6 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to 1% of the Price), or by direct credit, or by any other method as agreed to between the Client and A.L.D.S.

3.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Delivery Of Goods

4.1 At A.L.D.S’s sole discretion delivery of the Goods shall take place when;

(a) the Client takes possession of the Goods at A.L.D.S’s address; or

(b) the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are delivered by A.L.D.S or A.L.D.S’s nominated carrier); or

(c) the Client’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Client’s agent.

4.2 At A.L.D.S’s sole discretion the costs of delivery are;

(a) included in the Price, or

(b) in addition to the Price, or

4.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then A.L.D.S shall be entitled to charge a reasonable fee for redelivery.

4.4 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.

4.5 The failure of A.L.D.S to deliver shall not entitle either party to treat this contract as repudiated.

4.6 A.L.D.S shall not be liable for any loss or damage whatever due to failure by A.L.D.S to deliver the Goods (or any of them) promptly or at all.

5. Risk

5.1 If A.L.D.S retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.

5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, A.L.D.S is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by A.L.D.S is sufficient evidence of A.L.D.S’s rights to receive the insurance proceeds without the need for any person dealing with A.L.D.S to make further enquiries.

6. Title

6.1 It is the intention of A.L.D.S and agreed by the Client that ownership of the Goods shall not pass until:

(a) the Client has paid all amounts owing for the particular Goods, and

(b) the Client has met all other obligations due by the Client to A.L.D.S in respect of all contracts between A.L.D.S and the Client.

6.2 Receipt by A.L.D.S 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 and until then A.L.D.S’s ownership or rights in respect of the Goods shall continue.

6.3 It is further agreed that:

(a) where practicable the Goods shall be kept separate and identifiable until A.L.D.S shall have received payment and all other obligations of the Client are met; and

(b) until such time as ownership of the Goods shall pass from A.L.D.S to the Client, A.L.D.S may give notice in writing to the Client to return the Goods or any of them to A.L.D.S. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and

(d) if the Client fails to return the Goods to A.L.D.S then A.L.D.S or A.L.D.S’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and

(e) the Client is only a bailee of the Goods and until such time as A.L.D.S has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for A.L.D.S; and

(f) the Client shall not deal with the money of A.L.D.S in any way which may be adverse to A.L.D.S; and

(g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of A.L.D.S; and

(h) A.L.D.S can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and

(i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that A.L.D.S will be the owner of the end products.

7. Client’s Disclaimer

7.1 The Client hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by A.L.D.S and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgement.

7.2 The Client warrants that there is no court order preventing the Client or its agents from entering the site address. The Client will not hold A.L.D.S responsible for any loss or damage sustained by any party as a result of entering the said premises in the event that such an order is found to exist. The Client indemnifies and forever holds indemnified A.L.D.S against any costs, damages or expenses incurred arising from any action caused by or related to a breach of any court order the Client has not declared.

8. Defects

8.1 The Client shall inspect the Goods on delivery and shall within seven (7) days notify A.L.D.S of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford A.L.D.S an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which A.L.D.S has agreed in writing that the Client is entitled to reject, A.L.D.S’s liability is limited to either (at A.L.D.S’s discretion) replacing the Goods or repairing the Goods.

9. Returns

9.1 Returns will only be accepted provided that:

(a) the Client has complied with the provisions of clause 8.1; and

(b) A.L.D.S has agreed in writing to accept the return of the Goods; and

(d) A.L.D.S will not be liable for Goods which have not been stored or used in a proper manner; and

(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

9.2 A.L.D.S will not accept the return of Goods for credit.

10. Warranty

10.1 Subject to the conditions of warranty set out in Clause 10.2 A.L.D.S warrants that if any defect in any workmanship of A.L.D.S becomes apparent and is reported to A.L.D.S within three (3) months of the date of delivery (time being of the essence) then A.L.D.S will either (at A.L.D.S’s sole discretion) repair the defect or remedy the workmanship.

10.2 The conditions applicable to the warranty given by Clause 10.1 are:

(a) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:

(i) Failure on the part of the Client to properly maintain any Goods; or

(i) Failure on the part of the Client to follow any instructions or guidelines provided by A.L.D.S; or

(ii) Any use of any Goods otherwise than for any application specified on a quote or order form; or

(iii) The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or

(iv) Fair wear and tear, any accident or act of God.

(b) The warranty shall cease and A.L.D.S shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without A.L.D.S’s consent.

(c) The warranty is subject to A.L.D.S’s prior inspection of the claim. An extension to the warranty period may be granted with approval from A.L.D.S’s management.

(d) In respect of all claims A.L.D.S shall not be liable to compensate the Client for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Client’s claim.

1.2 For Goods not manufactured by A.L.D.S, the warranty shall be the current warranty provided by the manufacturer of the Goods. A.L.D.S shall not be bound by nor responsible for any term, condition, representation or warranty given by the manufacturer of the Goods.

2. The Commonwealth Trade Practices Act 1974 and Fair Trading Acts

2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Commonwealth Trade Practices Act 1974 or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.

3. Default & Consequences Of Default

3.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgement.

3.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify A.L.D.S from and against all costs and disbursements incurred by A.L.D.S in pursuing the debt including legal costs on a solicitor and own client basis and A.L.D.S’s collection agency costs.

3.3 Without prejudice to any other remedies A.L.D.S may have, if at any time the Client is in breach of any obligation (including those relating to payment), A.L.D.S may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. A.L.D.S will not be liable to the Client for any loss or damage the Client suffers because A.L.D.S exercised its rights under this clause.

3.4 If any account remains overdue after thirty (30) days then an amount of the greater of $20.00 or 10.00% of the amount overdue (up to a maximum of $200) shall be levied for administration fees which sum shall become immediately due and payable.

3.5 Without prejudice to A.L.D.S’s other remedies at law A.L.D.S shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to A.L.D.S shall, whether or not due for payment, become immediately payable in the event that:

(a) any money payable to A.L.D.S becomes overdue, or in A.L.D.S’s opinion the Client will be unable to meet its payments as they fall due; or

(b) 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

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

4. Security And Charge

4.1 Despite anything to the contrary contained herein or any other rights which A.L.D.S may have howsoever:

(a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to A.L.D.S or A.L.D.S’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Client and/or the Guarantor acknowledge and agree that A.L.D.S (or A.L.D.S’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.

(b) should A.L.D.S elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify A.L.D.S from and against all A.L.D.S’s costs and disbursements including legal costs on a solicitor and own client basis.

(c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint A.L.D.S or A.L.D.S’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 13.1.

5. Cancellation

5.1 A.L.D.S may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. On giving such notice A.L.D.S shall repay to the Client any sums paid in respect of the Price. A.L.D.S shall not be liable for any loss or damage whatever arising from such cancellation.

5.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by A.L.D.S (including, but not limited to, any loss of profits) up to the time of cancellation.

6. Privacy Act 1988

6.1 The Client and/or the Guarantor/s agree for A.L.D.S to obtain from a credit reporting agency a credit report containing personal credit information about the Client and Guarantor/s in relation to credit provided by A.L.D.S.

6.2 The Client and/or the Guarantor/s agree that A.L.D.S may exchange information about the Client and 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 for the following purposes:

(a) to assess an application by Client; and/or

(b) to notify other credit providers of a default by the Client; and/or

(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 credit worthiness of Client and/or Guarantor/s.

6.3 The Client consents to A.L.D.S being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

6.4 The Client agrees that personal credit information provided may be used and retained by A.L.D.S for the following purposes and for other purposes as shall be agreed between the Client and A.L.D.S or required by law from time to time:

(a) provision of Goods; and/or

(b) marketing of Goods by A.L.D.S, its agents or distributors in relation to the Goods; and/or

(c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to provision of Goods; and/or

(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Client; and/or

(e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Goods.

6.5 A.L.D.S may give information about the Client to a credit reporting agency for the following purposes:

(a) to obtain a consumer credit report about the Client; and/or

(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.

7. Unpaid A.L.D.S’s Rights

7.1 Where the Client has left any item with A.L.D.S for repair, modification, exchange or for A.L.D.S to perform any other Service in relation to the item and A.L.D.S has not received or been tendered the whole of the Price, or the payment has been dishonoured, A.L.D.S shall have:

(a) a lien on the item;

(b) the right to retain the item for the Price while A.L.D.S is in possession of the item;

7.2 The lien of A.L.D.S shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.

17. Building Work Contractors Act 1995

17.1 At A.L.D.Ss sole discretion, if there any disputes or claims for unpaid Goods and/or Services then the provisions of the Building Work Contractors Act 1995 may apply

17.2 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Building Work Contractors Act 1995 of South Australia, except to the extent permitted by the Act where applicable.

18. General

18.1 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.

18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of South Australia and are subject to the jurisdiction of the courts of South Australia.

18.3 A.L.D.S shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by A.L.D.S of these terms and conditions.

18.4 In the event of any breach of this contract by A.L.D.S the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of A.L.D.S exceed the Price of the Goods.

18.5 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 A.L.D.S.

18.6 A.L.D.S may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

18.7 A.L.D.S reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which A.L.D.S notifies the Client of such change.

18.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.