1.1. The parties agree that these Conditions together with an Agreed Quotation comprise a binding agreement between them for the supply of Goods or Services to the Customer.
The following terms shall the following meanings unless the context shall require otherwise:-
Agreement shall comprise the documents referred to in clause 4.1.
Agreed Quotation means a Quotation agreed by both parties.
BI means Blue Innovation (ABN 672 967 764 74);
Credit Account means an account set up by the Supplier after approving a Customer’s credit application and which sets out the terms under which the Supplier will supply credit to the Customer when purchasing Goods and/or Services from the Supplier.
Customer means the purchaser of any Goods or Services and if an individual shall include his or her successors, agents and permitted assigns administrators and executors;
Conditions means these general terms and conditions of sale v.1;
Business Day means any day not being a weekend or public holiday in the state of Victoria.
CCA means the Competition and Consumer Act (Cmth) 2010.
Confidential Information means non-public information that relates to the disclosing party’s business operations, financial condition, customers, products, services or technical knowledge, including business processes, the provisions of, or information disclosed in connection with, the
Agreement, except as otherwise specifically agreed in writing by the parties.
Consequential Loss means loss of revenue; loss of profit or anticipated profits; loss orcorruption of data or business or financial opportunity; loss of production; loss from business interruption; loss of reputation; punitive or exemplary damage; failure to achieve anticipated savings, reduction of costs or other savings and penalties payable under third party contracts however caused.
Default means a default under clause 15 of these Conditions;
Goods means any goods purchased by the Customer from the Supplier from time to time;
GST means any tax including any additional tax imposed on the supply of or payment for Goods which is imposed or assessed under A New Tax System (Goods and Services Tax) Act 1999 (Cth), and all other related and ancillary legislation, which is excluded from the Price;
Insolvency Event means:
(a) a party may be presumed insolvent under s459C of the Corporations Act 2001; or
(b) the party has entered into a compromise or arrangement with, or assignment for the benefit of any of its members of creditors.
Intellectual Property Rights means:
(c) Confidential Information;
(d) any design, patent, trade mark, service mark, trade name, business name, eligible layout right or similar right whether registered or not and any application in relation to the same;
(e) any process, invention, discovery, trade secret, know-how or technical information;
(f) any grant of registration for or title to anything referred to in paragraphs (a) to (c) above.
PPSA means the Personal Property Securities Act 2009 (Cth);
PPSR means the Personal Property Securities Register established pursuant to the PPSA;
Price is the amount payable by the Customer for the Goods exclusive of any other sum payable by the Customer;
Quotation means an estimation of the total Price for providing the Goods or Services to the Customer.
Services means the services the Supplier has agreed to supply and set out in an agreed Quotation.
Secured Property means all Goods that are supplied to the Customer by the Supplier (whether now or in the future);
Security Interest means an interest in personal property provided for by a transaction that, in substance, secures payment of money or performance of an obligation (without regard to the form of the transaction or the identity of the person who has title to the property), and also includes a transaction which the PPSA treats as a security interest whether or not the transaction concerned, in substance, secures payment or performance of an obligation.
Supplier means Jayden Vlotman who owns and conducts the business of BI.
3.1. This Agreement is governed by the laws of the State of Victoria. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of Victoria and
waives any right to object to proceedings being brought in those Courts.
3.2. A reference to a person includes a firm, partnership, association, corporation or other corporate body.
3.3. If a party consists of more than one person, the Agreement binds them jointly and severally and a reference to a gender includes the other gender.
3.4. The singular includes the plural and vice versa.
3.5. A reference to any Act of Parliament includes consolidations, amendments, re-enactments or replacements of any of them and all regulations or codes made pursuant thereto.
3.6. Headings and subheadings are inserted for ease of reference only and shall not be used in the interpretation of the Agreement.
3.7. If a provision is held to be illegal, invalid, void or unenforceable that provision must be read down to the extent necessary to ensure it has effect and if it is not possible to read
down such a provision then it is to be severed without affecting the validity or enforceability of the remaining provisions of the Agreement.
4.1. All Quotations supplied by the Supplier are subject to these Conditions and the agreement between the Supplier and the Customer for the purchase of Goods or Services
by the Customer from the Supplier consists of:
(a) an Agreed Quotation;
(b) these Conditions; and
(c) any other terms and conditions which are imposed by law and cannot be excluded.
4.2. In the event of any inconsistency between the provisions of an Agreed Quotation and these Conditions, the provisions of the Agreed Quotation shall apply.
5.1. The Price payable by the Customer for the Goods or Services shall be the Price set out in an Agreed Quotation
5.2. Subject to clause 5.3, quotations are valid for 10 Business Days after the date of the Quotation.
5.3. If, between the date of the Quotation and supply of the Goods, there is an increase in the cost of the supply of the Goods which is due to reasons beyond the Supplier’s control,
then the Supplier will be entitled to pass on such increase to the Customer.
5.4. The Customer shall pay the Price in full including any increase under clause 5.3, if applicable, (plus GST) immediately on supply of the Goods unless cl 5.5 applies and the
Customer authorises the Supplier to deduct payment for the Price from the Customer’s credit card immediately after supply of the Goods.
5.5. If the Customer has established a Credit Account with the Supplier, the Customer shall have until the end of 7 days from supply of the Goods to pay the Price.
5.6. If the Customer does not use their Supplier credit account for more than 12 months, the credit account will be automatically deactivated, with no liability to the Supplier, and the
Customer must re-apply to the Supplier for a Supplier Credit Account.
5.7. In the event that the Customer fails to pay the Price (plus GST) or any other sum payable within 7 days from the date of supply or such other time required by this clause:
(a) the Supplier may at its option require cash on delivery and/or stop the supply of any further Goods or Services to the Customer; and
(b) the Customer shall pay interest to the Supplier on the Price (plus GST) and all other sums payable at a rate 5% higher than the ANZ Bank’s overdraft rate, for all amounts, from time to time, on all monies due to the Supplier from the time of Default until such monies are paid in full.
5.8. The Customer agrees that a statement of indebtedness from the Supplier to the Customer is binding and conclusive, except in the event of manifest error.
5.9. Payment is strictly due on due date of an invoice. An administration fee of $100 per 7days will be added to the invoice for every 7 days the invoice is overdue. The customer will
also be liable for all debt collection, lawyer fee, letters and court fee on top of the $100 per 7 days per overdue invoice.
6.1. the Supplier reserves the right to cancel, or at its option, suspend all trade discounts or rebates given to the Customer, in the event that the Customer fails to comply with any of
7.1. the Supplier accepts no responsibility or duty to deliver any Goods but may elect, at its discretion, to arrange delivery, at the Customer’s cost and risk in all things including
attempts to deliver that are not successful due to circumstances outside the control of the Supplier.
7.2. All estimated delivery dates provided by the Supplier are given in good faith. Whilst the Supplier shall use reasonable endeavours to ensure delivery of any Goods it shall bear no
liability in the event actual delivery is delayed beyond the estimated delivery date and the Customer may not reject Goods that are delivered late.
7.3. Unless agreed in writing to the contrary, the Supplier reserves the right to make part deliveries of any agreed order. A failure by the Supplier to make delivery of an entire
order shall not invalidate the agreement. If the Supplier only delivers part of the Goods which are ordered by the Customer, the Supplier will still be entitled to invoice the
Customer for those Goods delivered.
7.4. The Customer shall notify the Supplier in writing of any shortages in quantity of any Goods delivered or of any defect in any such Goods within 5 Business Days from delivery
and after that time the Customer will not be entitled to any claim.
8.1. In the event that the Supplier agrees in writing to accept return of any Goods for credit, the Supplier will not be responsible for transport costs (except where due to error of
supply) and will at its discretion, charge a re-stocking fee not greater than 20% of the Price.
9.1. Title in the Goods shall be held by the Supplier until the Price has been paid in full.
9.2. Risk in the Goods shall pass to the Customer on delivery to the Customer or the Customer’s agent.
9.3. The Customer shall be responsible for costs of insuring the Goods and shall reimburse the cost of the relevant insurance premium to the Supplier.
9.4. Whilst title in the goods remains with the Supplier the Customer may not sell, deal with or grant any interest in the Goods nor part with possession of the Goods and shall ensure
that the Goods are clearly identifiable as the exclusive property of the Supplier wherever the Goods are stored.
9.5. The Customer irrevocably gives to the Supplier, its agents and servants, leave and licence, without the necessity of giving notice, to enter upon any premises occupied by
the Customer to search for and remove any Goods supplied to the Customer in which the Supplier has title and in respect of which the Customer is in default. Such entry shall be made without in any way being liable to the Customer or any person or company claiming through the Customer, and if the Goods or any of them are wholly or partially attached to or incorporated in any other goods, the Supplier may sever in any way whatsoever as may be necessary to remove the Goods.
9.6. The Customer will be responsible for the Supplier costs and expenses in exercising its rights under clause 9.5.
9.7. The Customer agrees that where the Goods have been retaken into the possession of the Supplier, the Supplier has the absolute right to sell or deal with the Goods, and if
necessary sell the Goods with the trademark or name of the Customer on those Goods, and the Customer grants an irrevocable licence to the Supplier to do so and all things necessary to sell the Goods bearing the name or trademark of the Customer.
In addition to the rights of the Supplier to take possession of the Goods under this clause 9, the Supplier may issue proceedings against the Customer to recover all outstanding indebtedness to the Supplier in respect of the Goods or any other amounts owing to the Supplier.
9.9. the Supplier and the Customer agree that any credit contract between them shall be terminated immediately on the happening of any Default. Until full payment is received by the Supplier the Customer shall be deemed to be a bailee of the Goods for and on behalf of the Supplier and the Supplier shall be entitled to all the rights and remedies of a bailor.
10.1. The Customer acknowledges that pursuant to these Conditions it grants to the Supplier a Security Interest in the Secured Property and, for avoidance of doubt, the proceeds of
sale of the Secured Property for the purposes of the PPSA.
10.2. The Customer consents to the Supplier effecting a registration on the PPSR (in any manner the Supplier considers appropriate) in relation to the Security Interest arising under or in connection with these Conditions and the Customer agrees to provide all assistance required by the Supplier to facilitate this.
10.3. The Customer acknowledges and agrees that in relation to the part of the Secured Property that is inventory, the Customer will not allow any Security Interest to arise in respect of that Secured Property unless the Supplier has perfected its Security Interest in the Secured Property prior to the Customer’s possession of the Secured Property.
10.4. If Chapter 4 of the PPSA applies to the enforcement of the Security Interest arising under or in connection with these Conditions, the Customer agrees to the extent that section 115 of the PPSA allows, the following provisions of the PPSA will not apply to the enforcement of that Security Interest: section 95 to the extent that it requires the Supplier to give a notice to the Customer, section 96, section 125 (obligation to dispose of or retain collateral), section 130 to the extent that it requires the Secured Party to give notice to the Customer, section 132(3)(d), section 132(4), section 142, section 143 (reinstatement of security agreement); section 127(6), section 132(3)(d) section 134(1) and section 135.
10.5. If the Customer makes payment to the Supplier at any time whether in connection with these Conditions or otherwise, the Supplier may, at its absolute discretion, apply that
payment in any manner it sees fit.
10.6. The Customer agrees to immediately notify the Supplier of any changes to its name or address that may occur from time to time.
10.7. For the purposes of perfecting the Supplier’s title in the Goods, the Customer agrees to do anything reasonably required by the Supplier including obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed.
10.8. The Customer shall pay on demand any losses arising from, and any costs and expenses incurred in connection with, any action taken by the Supplier under or in relation to the
PPSA, including any registration, or any response to an amendment, demand or a request under section 275 of the PPSA.
10.9. Any notices or documents which are required or permitted to be given to the Supplier for the purposes of the PPSA must be given in accordance with the PPSA.
10.10.The Customer waives the right to receive any notice under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and cannot be
10.11.Each party agrees not to disclose information of the kind mentioned in section 275(1) of the PPSA, except in the circumstances required by sections 275(7)(b) to (e) of the PPSA. The Customer agrees that it will only authorise the disclosure of information under section 275(7)(c) or request information under section 275(7)(d), if the Supplier approves.
10.12.Nothing in clause 10.11 will prevent any disclosure by the Supplier that it believes is necessary to comply with its other obligations under the PPSA or under any other applicable law.
10.13.To the extent that it is not inconsistent with clauses 10.11 or 10.12 constituting a “confidentiality agreement” for the purposes of section 275(6)(a) of the PPSA, the
Customer agrees that the Supplier may disclose information of the kind mentioned in section 275(1) of the PPSA to the extent that the Supplier is not doing so in response to a request by an “interested person” (as defined in section 275(9) of the PPSA) pursuant to section 275(1) of the PPSA.
11.1. The Customer warrants that the Customer is acquiring the Goods for the purpose of:
(a) re-supply or using them up or transforming them in trade or commerce in the course of:
i. a process of production or manufacture; or
ii. repairing or treating other goods or fixtures on land; or
(b) non personal, non-domestic, non-household use or consumption; and is therefore not a “consumer” as defined by the Competition and Consumer Act 2010 (“CCA”).
11.2. The Customer agrees that this is not a supply by description.
11.3. The Customer agrees that:
(a) it has not relied on any representation made by the Supplier or any of its employees which has not been stated in these Conditions or on any description or illustration or specification contained in any document produced by the Supplier or supplied directly or indirectly to the Customer; and
(b) it does not rely upon and it is unreasonable for it to rely upon the Supplier’s skill or judgment as to whether the goods supplied are reasonably fit for any purpose for which they are being acquired.
(c) Equipment provided has no warranty if equipment does not get serviced every 6 months with proof of reports and pictures provided by BI,
(d) To get the full performance needed out of the equipment we will need to complete a basic service for a minimum every 6 months to make sure there’s no buildup of dust on the heat exchangers, electrical terminals have not loosened due to vibration, drains are clear and pressures and temperatures are correct. This enables us to provide you a complete warranty on all components if this is a brand new installation. On repairs we can only warranty our workmanship. We are unable to warranty second hand equipment due to the many older parts which can fail causing the machine to shut down and potentially cause damage to new parts fitted.
12.1. If a warranty or condition is implied by the Competition and Consumer Act 2010 (Cmth) or other relevant legislation which may not be excluded, then the Supplier’s liability for any
breach of such an implied warranty is limited solely to the re-supply of the relevant Goods or Services, as the case may be, or the payment to the Customer of the cost of having the relevant Goods replaced or the Services resupplied at the option of the Supplier.
12.2. Excepting events under clause 12.1, each party’s liability to the other for all proven loss and damage arising from a breach of the Agreement or a claim under common law or tort (including negligence) is limited to the Price paid or payable for the Goods under these Conditions including any interest for terms payments provided that this clause does not apply to any liability arising from personal injury or death.
12.3. So far as the law allows neither party will be liable to the other in contract, tort, equity, by operation of statute or otherwise for any Consequential Loss suffered or incurred by the other party or any other person arising out of or in connection with the Agreement.
12.4. Subject to clause 12.1, the Customer shall indemnify the Supplier against any action suit demand and proceeding in relation to any loss damage, cost and/or expense directly or indirectly incurred or suffered by the Supplier caused by or contributed to by any of the following:
(a) as a result of any defect, malfunction or stoppage of the Goods;
(b) the Supplier complying with any instruction of the Customer about the Goods;
(c) any act or omission occurring after the Goods have left the control of the Supplier;
(d) the Customer’s failure, or the failure of any third party associated with the Customer, to:
i. adequately provide or display safety markings or safety information on or with the Goods;
ii. comply with any law about the Goods or their use (for example, their sale, marketing, labelling or marking);
iii. take any reasonable precaution to bring to the attention of any potential users of the Goods any dangers associated with goods;
iv. take any reasonable precaution to detect any matters in relation to which the Supplier may become liable in any way (for example, under the CCA);
v. provide correct information to the Supplier; or
vi. immediately advise the Supplier (in writing) of any changes to the information provided to the Supplier.
(e) the Customer making any statement about the Goods (for example, about their performance or characteristics) without the Supplier’s approval;
(f) the use (or misuse) or operation of the Goods by the Customer or any third party; and
(g) any negligence or breach of duty by the Customer or any third party or any breach by the Customer of these Conditions; or
(h) arising out of or in connection with the Customer’s obligations under or breach of these Conditions.
12.5. Where the Supplier incurs legal costs and expenses as a result of enforcing or defending its rights against the Customer under these Conditions the Customer shall be liable to pay the Supplier’s reasonable legal costs and expenses.
12.6. The Customer shall pay all costs and expenses incurred by the Supplier in connection with recovering monies due by the Customer under an Agreement
12.7. the Supplier warrants that all Services provided will be of a standard to be expected of an enterprise providing the Services in the marketplace.
13.1. The Customer acknowledges that the Supplier (or a third party supplier to the Supplier) owns all Intellectual Property Rights in and to any Goods.
13.2. the Supplier and the Customer must ensure that all Confidential Information remains confidential.
13.3. the Supplier and the Customer agree that in respect of Confidential Information held in connection with an Agreement:
(a) to use the Confidential Information only for the purposes of fulfilling its obligations under the Agreement;
(b) not to disclose Confidential Information without the written authority of the other party except for the purpose of fulfilling obligations under an Agreement. Each party shall immediately notify the other where it becomes aware that a disclosure of Confidential Information may be required by law;
(c) to secure the execution by any employee or any sub-contractor requiring access to any Confidential Information of a non-disclosure agreement in such form and specifying such matters as are required to fulfil the obligations under this clause; and
(d) to immediately notify the other party where it becomes aware of a breach of this clause.
13.4. The operation of this clause shall survive the termination of the Agreement for an unlimited period.
13.5. The provisions of this clause will not apply to information that is:
(a) in the public domain other than as a result of a breach of the Agreement;
(b) already known by the recipient at the time of disclosure;
(c) received by the recipient from a source other than the discloser in circumstances where such source is entitled to disclose it; or
(d) legally required to be disclosed by the recipient.
13.6. the Supplier and the Customer each agree that:
(a) the other would suffer financial and other loss and damage if the Confidential Information of the other were disclosed to any other person and monetary damages would be an insufficient remedy; and
(b) in addition to any other remedy that may be available in law or equity, the other party is entitled to injunctive relief to prevent a breach of these obligations and to compel specific performance of these obligations.
14.1. If any duties, taxes, rates or other impost shall be levied in respect of any purchase of Goods, the Customer shall pay such amount in addition to the Price (plus GST).
15.1. The Customer shall be in default under these Conditions, where:
(a) the Customer fails for any reason to pay any moneys due to the Supplier as and when they fall due; or
(b) the Customer fails to perform or observe any of its obligations under these Conditions; or
(c) the Customer exceeds the limit of any credit account with the Supplier; or
(d) any of the assets or property of the Customer are subject to a warrant of execution or similar for more than seven days after its levy or issue; or
(e) the Customer suspends payment of its debts or is presumed to be insolvent within the meaning of the Corporations Act 2001 (Cth) or enters or proposes to enter into any arrangement scheme or composition with its creditors or ceases or threatens to cease carrying on business or is wound up or suffers the appointment of any external administration.
16.1 If a dispute arises in relation to this Agreement a party must comply with this clause 16 before starting any proceedings in a court or tribunal except for urgent interlocutory
relief. After a party has sought or obtained any urgent interlocutory relief that party must follow the procedure in this clause 16.
16.2 Either party may serve notice (Notice of Dispute) on the other party stating the matter in dispute and requiring mediation.
16.3 If a Notice of Dispute is served and the parties are unable to resolve the disputed issue within 10 Business Days from the date the Notice of Dispute was served or such further time as they may agree in writing, then they must refer the dispute to the Institute of Arbitrators and Mediators Australia if one of them requests and they must conduct a mediation in accordance with the rules of that Institute.
16.4 If the matter proceeds to mediation the parties agree that they must each attend the mediation and act in good faith and each may be represented by a legal practitioner of their choice.
16.5 Neither party may commence proceedings in a court or tribunal until clause 0 and 0 have been complied with.
16.6 If the matter in dispute is not resolved through mediation in accordance with clause 0 and 0 then any dispute between them may be referred to an appropriate court or tribunal.
17.1. Either party may immediately terminate an Agreement forthwith by written notice if the other party:
(a) materially breaches any of its obligations under the Agreement and fails to remedy such breach within 30 days after receipt of written notice requesting it to do so;
(b) has breached these Conditions and the breach is incapable of remedy;
(c) fails to observe any confidentiality, security or privacy requirement provided under these Conditions;
(d) enters into or threatens to enter into an Insolvency Event.
17.2. If notice is given by the Supplier to the Customer under clause 17.1 without prejudice to any other remedies or rights that the Supplier may have at law the Supplier may retain
any monies paid by the Customer for Goods or Services supplied provided prior to the date of termination.
17.3. Termination of any Agreed Quotation will not affect the validity of any other Agreed Quotation or these Conditions which will continue in full force and effect until their termination or expiry.
18.1. If the Customer is the trustee of a trust (whether disclosed to the Supplier or not) the Customer warrants to the Supplier that the Customer:
(a) enters into this agreement in both its capacity as trustee and in its personal capacity;
(b) has the right to be indemnified out of trust assets; and
(c) will not retire as trustee of the trust or appoint any new or additional trustee without advising the Supplier.
19.1. The Customer agrees to the Supplier collecting, using and disclosing personal information of the Customer for various purposes, including to:
(a) assess creditworthiness in the “Credit Assessment”;
(b) supply the Goods to the Customer and the management of the Customer’s account;
(c) communicate to the Customer about the Goods which the Supplier or its partners or affiliates may provide to the Customer; and
(d) implement these Conditions.
20.1. If the Customer is a partnership, the Customer warrants that all the partners agree to the entry into these Conditions and that all the partners will enter into a guarantee and indemnity with the Supplier in relation to the Customer’s obligations to the Supplier.
20.2. If the Customer is a partnership, it must not alter its partnership without advising the Supplier.
21.1. The Supplier will not be liable to the Customer for any delays nor errors in its performance, or for non-performance, due to any circumstances beyond its reasonable
control including (without limitation) natural events such as fire, lightning, earthquake, flood, storm, explosion, industrial dispute or acts of terrorism.
22.1. Neither party may assign or novate their agreement with the other party without the prior written consent of the other party, such consent not to be unreasonably withheld.
22.2. Nothing in an agreement between the parties or these Conditions may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.
22.3. If anything in these Conditions is unenforceable, illegal or void then it is severed and the rest of the Conditions shall remain in force.
22.4. These Conditions may not be modified, amended or varied except in writing signed by both parties.
22.5. A right may only be waived in writing, signed by the party giving the waiver; and
(a) no other conduct of a party (including a delay in exercising, relaxation or a failure to exercise the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
(b) a waiver of a right on one or more occasion does not operate as a waiver of that right if it arises again,
(c) the exercise of a right does not prevent any further exercise of that right or of any other right.
22.6. These Conditions constitute the entire agreement between the parties with respect to the subject matter thereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral, between the parties with respect to the subject matter thereof.
22.7. Neither party may, during the term of any agreement between them or for a period of 12 months thereafter, solicit or offer employment to any of the other party’s employees. For the avoidance of doubt this does not prohibit a party from offering employment to any employee who has applied for a position which has been advertised externally by that other party.
22.8. Where any conflict occurs between the provisions in these Conditions and any Quotation the provisions of the Quotation will prevail but only to the extent of the inconsistency, unless otherwise agreed in writing.
22.9. The provisions in these Conditions, which are intended or capable of having effect after the expiration or termination of any agreement between the parties, relating to warranties, indemnities, liability, privacy and Intellectual Property Rights) must remain in full force and effect following any expiration or termination of the Agreement.
All field technicians are highly qualified and have a diverse range of experience repairing and maintaining chillers, refrigeration and air conditioners.
Once a job is completed, we will run a number of tests and record the readings and results as proof and assurance that your equipment is working the way it should. This will also help troubleshoot potential problems that may arise in the future.
Our team is able to put together a cost-effective maintenance plan that will help increase the reliability of your equipment and overall efficiency over its lifetime.
We understand the importance of your time and so we can guarantee you we will be on time as per arrangement.
As a customer we have a 24/7 phone support service to make sure our customers have someone to talk to when their equipment stops working or is not working effectively.
We have a very competitive hourly rate and call out fee. We will discount your second invoice by 10% and a survey will be issued to ensure we can further accommodate you and to keep doing business together.