TERMS AND CONDITIONS FOR GOODS AND/OR SERVICES
A.C.N. 693 716 906 PTY LTD t/a Seaside Renovation and Painting (ACN 693 716 906)
1 Definitions
1.1 "Contract" means the contract formed between the Company and the Customer, consisting of these
Terms and any other documents or agreements referenced within the contract, including, but not
limited to, any Order, invoice, or statement of work.
1.2 "Company" means A.C.N. 693 716 906 PTY LTD t/a Seaside Renovation and Painting (ACN 693
716 906) including its successors and assigns.
1.3 "Customer" means the party purchasing the Goods and/or Services from the Company, including
its successors and assigns.
1.4 "Goods" means the items to be supplied by the Company as specified in the Order or as otherwise
agreed in writing between the parties.
1.5 "Order" means the Customer’s request to purchase Goods and/or Services from the Company,
whether in the form of a purchase order or any other form of written or electronic communication.
1.6 “PPSA” means the Personal Property Securities Act 2009 (Cth).
1.7 "Services" means the services to be provided by the Company, which includes the Works as
described in the Order or other relevant documentation, and any variations that may be requested
pursuant to clause 4.4.
1.8 "Terms" means these standard terms and conditions.
1.9 “Works” means the works to be undertaken by the Company, as described in the Order or other
relevant documentation.
2 Application of Terms
2.1 These Terms apply to all sales of Goods and provision of Services by the Company to the Customer.
2.2 Any variation, waiver, or exclusion of these Terms (including any Customer terms and conditions)
will only be effective if agreed in writing by an authorised representative of the Company.
2.3 The Customer’s acceptance of any Goods and Services from the Company constitutes acceptance
of these Terms.
3 Quotations, Orders, and Contract Formation
3.1 All quotations issued by the Company are indicative and non-binding, subject to final written
confirmation by the Company.
3.2 Quotations are valid for a period of 30 days from the date of issue, unless otherwise stated.
3.3 A binding Agreement is formed upon the Company’s written acceptance of an Order or the
Company’s commencement of performance of the Order, whichever occurs first.
3.4 The Company reserves the right to refuse any Order at its discretion, including, but not limited to,
Orders that contain errors, inaccuracies, or are subject to pricing or availability changes.
4 Price
4.1 The price for the Goods and/or Services will be as specified in the Company’s written confirmation of
the Order. Unless otherwise stated, all prices are exclusive of GST, or other applicable taxes, duties,
and charges, which the Customer will pay in addition to the price.
4.2 The Company can require a deposit to be paid towards the price of the Goods and/or Services, prior
to the Company commencing any work, with the remainder to be payable upon the provision of the
Goods and/or the completion of the Services.
4.3 If the Customer terminates the Agreement after the payment of the deposit, but prior to the provision
of the Goods and/or completion of the Services, the Company reserves the right to retain the
deposit, and will retain all rights, title and interest in any and all intellectual property associated with
the Goods and/or Services.
4.4 If the Customer attempts to vary the Goods and/or Services to be provided under the Order, and the
Company agrees to such a variation prior to the provision of the Goods and/or Services, the
Company reserves the right to vary the Price.
5 Payment
5.1 Payment is to be made in accordance with Item 5 above, unless otherwise agreed in writing. Time
for payment is of the essence.
5.2 If the Customer fails to make any payment when due, the Company can, without prejudice to any
other rights or remedies, suspend the supply of Goods and/or provision of Services and charge
interest on the overdue amount at a rate of 15% per annum above the prevailing Reserve Bank of
Australia cash rate, calculated daily from the due date until payment is made in full.
5.3 The Customer agrees that if payment is not received by the relevant due date, they will be required
to reimburse the Company for the full amount of any bank or other fees associated with any
dishonoured cheques and any legal, debt recovery, agent, or other expenses incurred by the
Company on a full indemnity basis associated with any action taken by the Company to recover the
overdue amount from the Customer.
5.4 The Customer is not entitled to set-off, deduct, or withhold any amounts due to the Company, unless
expressly agreed in writing by the Company.
6 Changes in Control
6.1 The Customer will give the Company no less than fourteen days written notice of any amendments
in ownership or change in the Customer’s details, including but not limited to, the Customer’s name,
address, phone number, change of trustee or business practice.
6.2 The Customer will be liable for any loss incurred by the Company as a result of the Customer’s
failure to comply with clause 6.1.
7 Security
7.1 The Company will not be required to provide a bank guarantee, or any other form of security and the
Customer will not be entitled to retain any retention money from the Price for any reason.
7.2 If the Company requests, and if applicable, any directors of the Customer must provide a director’s
guarantee for the performance of the Customers obligations under these Terms and the Contract.
8 Personal Property Securities
8.1 To secure the punctual payment of all amounts owed by the Customer to the Company, the
Customer grants to the Company:
a. a purchase money security interest (as defined under the PPSA) over all present and after-
acquired Goods that are subject to the retention of title arrangement described;
b. a security interest (as defined under the PPSA) over all of the Customer’s present and after-
acquired property in relation to which the Customer can be a grantor of a security interest under
the PPSA, whether or not the Customer has title to the property, including all PPSA retention of
title property (as defined under section 51F of the Corporations Act 2001 (Cth)); and
c. a fixed charge over all the Customer’s present and after-acquired property in relation to which
the Customer cannot be a grantor of a security interest under the PPSA, including real property.
8.2 The Customer agrees and acknowledges that the Company can (without limiting it’s other rights
under these Terms, at law, or otherwise) lodge an absolute caveat over any real property owned by
the Customer, register its security interests, and take any other action to secure and enforce its
security under this clause 8.
8.3 The Customer must immediately, if requested by the Company, sign any documents, provide all
necessary information, and do anything else required by the Company to ensure that its purchase
money security interest or other security interest is a perfected security.
8.4 The Customer agrees and acknowledges that:
a. neither party will disclose information of the kind specified in section 275(1) of the PPSA (except
in the circumstances required by sections 275(7)(b) to (e) of the PPSA);
b. to the extent permitted under section 115(1) of the PPSA, the following provisions of the PPSA do
not apply: sections 95, 118, 121(4), 125, 130, 132(3)(d), 135, 138B(4), 142 and 143;
c. to the extent permitted under section 115(7) of the PPSA, the following provisions of the PPSA do
not apply: sections 127, 129(2), 129(3), 132, 134(2), 135, 136(5) and 137; a
d. The Company may, at the Customer’s cost, register one or more financing statements in relation
to any security;
e. The Customer waives, if permitted under the PPSA, their right under section 157 of the PPSA to
receive notice of any verification statement relating to the registration of any financing statement
or any related financing change statement; and
f. The Customer will not, without prior written notice to the Company, change their name or initiate
any change to any documentation registered under the PPSA.
9 Delivery and Risk
9.1 Delivery dates are estimates only and are not of the essence. The Company will use reasonable
endeavours to meet the estimated delivery date but will not be liable for any delay or failure to deliver
the Goods or perform the Services by the estimated date.
9.2 The Company will deliver the Goods to the Customer’s premises or nominated delivery address.
9.3 Risk in the Goods passes to the Customer upon delivery by the Company or its agent.
9.4 The Customer must also provide a safe space for the Business to store the Goods, and any tools or
materials on the Site, and will be liable for any damage or theft that may occur to those items whilst
they are stored on the Site.
9.5 Title to the Goods remains with the Company until full payment of the price and any other amounts
owing to the Company have been received in cleared funds. The Customer must ensure that the
Goods are clearly identifiable as the Company’s property until title passes.
10 Inspection and Acceptance of Goods
10.1 The Customer must inspect the Goods upon delivery and notify the Business in writing of any
defects, shortages, or discrepancies within seven days of delivery. If the Customer fails to provide
such notice, the Goods will be deemed to be accepted by the Customer.
10.2 The Customer’s sole remedy for defective Goods or short delivery is limited to, at the Business’s
option, the replacement of the Goods or making up the shortfall.
11 Inspection and Acceptance of Services
The Customer must inspect the Services undertaken by the Business with a representative of the Business
within fourteen days of completion and notify the Business in writing of any defects within the necessary
warranties period outlined in the Building Work Contractors Act 1995 (SA).
12 Warranties and Exclusions
12.1 The Company warrants that the Goods will, under normal use and service, conform in all material
respects to their specifications, and will have the benefit of any warranty given by the Good’s
respective manufacturer. The Company warrants that the Services will be performed with reasonable
care and skill.
12.2 The Company’s liability under this warranty is limited to, at the Company’s option, repairing or
replacing the defective Goods or re-performing the defective Services.
12.3 All other conditions, warranties, and representations, whether express or implied, statutory or
otherwise, relating to the quality or fitness for purpose of the Goods and/or Services are excluded to
the fullest extent permitted by law.
12.4 The Customer acknowledges that it has relied on its own skill and judgment in selecting the Goods
and/or Services for the Customer’s intended purposes.
13 Limitation of Liability
13.1 To the maximum extent permitted by law, the Company’s total liability arising out of or in connection
with the supply of Goods and/or Services, whether under contract, tort (including negligence),
statute, or otherwise, is limited to the price paid by the Customer under the Agreement.
13.2 The Company will not be liable for any indirect, incidental, special, consequential, or punitive
damages, including, but not limited to, loss of profit, revenue, business, opportunity, or anticipated
savings, even if the Company has been advised of the possibility of such damages.
13.3 Nothing in these Terms excludes or limits the Company’s liability for death or personal injury caused
by its negligence, fraud, or any other liability that cannot be excluded or limited by law.
14 Indemnity
The Customer agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and
agents, from and against any and all claims, demands, losses, liabilities, costs, and expenses (including
legal fees) arising out of or in connection with the Customer’s breach of the Agreement, negligence, or
other wrongful act or omission.
15 Intellectual Property
15.1 All intellectual property rights in the Goods, Services, and any materials or deliverables provided by
the Company remain the exclusive property of the Company or its licensors. The Customer is
granted a non-exclusive, non-transferable, royalty-free license to use such intellectual property solely
for the purpose of using the Goods and/or Services in the ordinary course of its business.
15.2 The Customer must not reverse engineer, decompile, disassemble, or otherwise attempt to derive
the source code or underlying ideas or algorithms of any software or technology supplied by the
Company.
16 Confidentiality
16.1 The parties agree to keep confidential all information disclosed by one party to the other under or in
connection with the Agreement that is marked or identified as confidential or would reasonably be
considered confidential, except to the extent required by law or as necessary to perform their
obligations under the Agreement.
16.2 This confidentiality obligation continues to apply after the termination or expiration of the Agreement.
17 Termination
17.1 Either party can terminate the Agreement with immediate effect by giving written notice to the other
party if the other party commits a material breach of the Agreement that is not capable of remedy, or,
if capable of remedy, is not remedied within 30 days of receipt of a written notice requiring it to do so.
17.2 Either party can terminate the Agreement by giving 30 days’ written notice to the other party, with or
without cause.
17.3 Either party can terminate the Agreement with immediate effect by giving written notice to the other
party if the other party becomes insolvent, enters bankruptcy, or takes any similar action.
17.4 Upon termination of the Agreement for any reason, the Customer must immediately pay all
outstanding invoices for Goods and/or Services delivered or performed prior to the termination date.
18 Force Majeure
18.1 The Company will not be liable for any failure to perform or delay in performing its obligations under
the Agreement if such failure or delay is caused by an event beyond its reasonable control, including
but not limited to acts of God, war, terrorism, strikes, lockouts, industrial action, natural disasters,
epidemics, pandemics, governmental restrictions, or failure of suppliers or subcontractors.
18.2 In the event of a force majeure event, the Company can, at its option, suspend the performance of
its obligations or terminate the Agreement without liability.
19 Dispute Resolution
19.1 In the event of a dispute arising out of or in connection with the Agreement, the parties agree to
attempt to resolve the dispute in good faith through negotiations. If the dispute cannot be resolved
through negotiations within 30 days, either party can refer the dispute to mediation administered by
the Australian Commercial Disputes Centre (ACDC) in accordance with its guidelines.
19.2 If mediation fails to resolve the dispute, the parties can pursue any other legal remedies available to
them.
20 Governing Law and Jurisdiction
20.1 The Agreement is governed by and construed in accordance with the laws of South Australia,
Australia, without regard to its conflicts of law principles.
20.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia for any
legal action or proceeding arising out of or in connection with the Agreement.
21 Entire Agreement
21.1 The Agreement constitutes the entire understanding between the parties with respect to the subject
matter and supersedes all prior agreements, negotiations, and discussions, whether oral or written.
21.2 No amendment to the Agreement will be effective unless it is in writing and signed by authorised
representatives of both parties.
22 Severability
If any provision of the Agreement is found to be invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remaining
provisions of the Agreement, which will remain in full force and effect.