1. STANDARD CONDITIONS OF QUOTATION AND SALE
1.1 Unless otherwise expressly agreed in writing by Esteemed Electrics, these Conditions apply to any quotation given by Esteemed Electrics and to any agreement for the supply of goods and/or the performance of work by Esteemed Electrics.
1.2 It is expressly acknowledged and agreed that any order issued by the Customer consequent upon or with reference to the attached quotation/invoice will be deemed to be an acceptance to purchase upon the terms stated on the attached quotation and these Conditions and constitutes the entire agreement between Esteemed Electrics and the Customer, and any conditions contained in the Customer’s order will not apply notwithstanding a statement to the contrary in the Customer’s order.
2. QUOTATION
2.1 Subject to clause 2.2, a quotation by Esteemed Electrics remains open for 30 days from the date stated on the attached quotation (the “Quotation”) and will lapse if the Customer fails to make an order in writing within that period.
2.2 Esteemed Electrics may immediately withdraw a quotation, prior to the expiration of 30 days or terminate this Contract without notice if a Customer does not in Esteemed Electrics’ opinion obtain a satisfactory credit assessment.
2.3 The Contract is conditional upon the Customer having issued its purchase order/confirmation a minimum number of days, equivalent to the lead time specified in the Quotation, before the Estimated Start Date.
3. VARIATIONS
3.1 Esteemed Electrics may, in its absolute discretion, perform a Variation if it receives a written instruction from an employee or agent of the Customer to perform the Variation for the Customer.
3.2 The price payable for a Variation performed by Esteemed Electrics is to be determined by agreement between Esteemed Electrics and the Customer within five business days after the written instruction under clause 3.1 is received by Esteemed Electrics and the agreed price for the Variation will be added to or deducted from the Contract Sum.
3.3 Where the Contract Sum is not quoted as being a “fixed price”, Esteemed Electrics may at its option vary the Contract Sum at any time to take account of any variation in labour or material costs and the Customer will pay the varied Contract Sum.
4. PAYMENT
4.1 The Customer will pay to Esteemed Electrics the Contract Sum in accordance with clause 4 and the terms of the Customer’s credit account with Esteemed Electrics (if any).
4.2 Any tax, including a goods and services tax or similar tax or other statutory charge which is imposed on or payable, at the election of any person, in relation to any part of or all of the Works or in respect of the supply of anything under or pursuant to this Contract (excluding income and capital gains tax) will, to the extent it is not included in the Contract Sum or any other payment due under this agreement, be added to the Contract Sum or such other payment.
4.3 Customers with approved credit accounts must make payment in full for all goods and / or Works no later than 14 days following date of an invoice.
4.4 If a Customer has not been granted an approved credit account with Esteemed Electrics payment terms must be agreed with Esteemed Electrics.
4.5 All payments will be made in full, and no amount may be withheld by the Customer by way of security, set-off, deduction or counterclaim.
5. COMPLETION
5.1 The Works are deemed to be complete when the Works are, in the reasonable opinion of Esteemed Electrics, fit for the purpose for which they were intended as reasonably determined by Esteemed Electrics.
5.2 The times or dates quoted for commencement, installation and completion of the Works will be estimated as accurately as possible but are not guaranteed nor is time of the essence. Esteemed Electrics is not liable for loss, including consequential loss, loss of profits and liquidated damages which may be incurred by the Customer as a result of Esteemed Electrics failing to satisfy any of these dates.
5.3 If the estimated completion of the Works is delayed by circumstances or events beyond the control of Esteemed Electrics including, but not limited to, delays by Esteemed Electrics’s suppliers or subcontractors, delays directly or indirectly caused by the Customer, delay in giving Esteemed Electrics access to the Site in a condition that complies with clause 6.1 of these Conditions or industrial disputes, and irrespective of any other concurrent cause of delay for which Esteemed Electrics may be responsible:
(a) the Estimated Completion Date will automatically be extended by a reasonable period as determined by Esteemed Electrics; or
(b) Esteemed Electrics may terminate the Contract without any liability for breach of the Contract and Esteemed Electrics will be entitled to full payment for all Works completed.
5.4 If the Customer causes Esteemed Electrics any delay, the Customer will indemnify Esteemed Electrics for the delay costs specified in the quotation, but if such amount is not specified then for all expenses incurred and losses suffered including consequential loss and loss of profit by Esteemed Electrics as a consequence of any delay caused or contributed to by the Customer.
6. WORK ON SITE
6.1 The Customer will ensure that, at no cost to Esteemed Electrics:
(a) the site is clear, free of water, clean, safe, has uninterrupted direct access for employees and sub-contractors of Esteemed Electrics, its material and plant and equipment and sufficient space for scaffolding necessary for the performance of the Contract, and suitable vehicle off-loading is possible within five metres of the Site;
(b) ensure adequate facilities and assistance (as are reasonably required by Esteemed Electrics) are provided to enable Esteemed Electrics to efficiently, comfortably and safely perform the Works;
(c) prior to the commencement of the Works that all necessary licences, consents and approvals including local council permits and engineering certifications required for the performance of the Works have been obtained; and
(d) the structures to which Esteemed Electrics is to install the Works comply with Esteemed Electrics specifications set out or attached to the Quotation.
6.2 Esteemed Electrics will not be responsible for the removal of broken or damaged materials or any debris on the Site remaining from the Works.
7. DEFAULT BY CUSTOMER
If the Customer defaults in the performance of any provision of the Contract or any other contract it has with Esteemed Electrics or if it commits an Act of Insolvency then Esteemed Electrics may, at its option and without prejudice to any other rights it may have under the Contract or at law:
(a) exercise its rights under clause 9 of these Conditions;
(b) suspend or cancel any existing credit facilities available to the Customer;
(c) suspend or cancel the performance of any part of or all of the Works then outstanding or outstanding under any other order or terminate the Contract; and
(d) set-off amounts owed to Esteemed Electrics by the Customer under the Contract or as a result of any losses or damages or under any other account against any moneys owing to the Customer by Esteemed Electrics.
8. WARRANTY AND LIABILITY
8.1 Other than the warranty and obligations of Esteemed Electrics arising under its standard warranty for the Works all other warranties, liabilities, conditions and obligations are excluded to the extent permitted by law including, without limitation, any loss or liability directly or indirectly caused by or arising from the actual or alleged failure of any equipment, software or other item to satisfactorily recognise any date as its true calendar date or any period of time as its true period of time.
8.2 Esteemed Electrics will not be liable for any shortage in delivery or product damaged prior to delivery unless Esteemed Electrics is notified within two days after the goods are delivered to site.
9. INSURANCE, RISK AND PROPERTY
9.1 The Works are not to be insured by Esteemed Electrics unless otherwise agreed in writing by Esteemed Electrics.
9.2 The risk of damage to or loss or deterioration of any part of or all of the Works will pass to the Customer on the delivery of any goods comprised in the Works to the Site or on the expiry of five days from the date of notification by Esteemed Electrics to the Customer that Esteemed Electrics is ready to commence performance of the Works whichever is the earliest.
9.3 Notwithstanding that risk in part of the Works may pass to the Customer, property in and title to any part of the Works and the goods comprised in the Works will not pass to the Customer until all of the Contract Sum and all other money payable by the Customer to Esteemed Electrics has been paid in full and until then:
(a) the Customer will hold goods supplied under the Contract as bailee of Esteemed Electrics and a fiduciary relationship will exist between them; and
(b) Esteemed Electrics may enter the Customer’s premises without notice and without consent to inspect the goods and at any time take possession of any and all goods that are the property of Esteemed Electrics and if necessary, dismantle the Works and any existing structure.
