AV Integration Terms and Conditions of Sale Agreement
- DEFINITIONS AND INTERPRETATION:
1.1 In these terms and conditions “we”, “our” and “us” means AV Integration Pty Ltd ATF the AV Integration Unit Trust trading as AV Integration.
1.2 Customer means the Customer or Client (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation, or other form provided by us to the Customer.
1.3 Australian Consumer Law means the Competition and Consumer Act 2010, Commonwealth (Cth).
1.4 Contract Price; means the amount as appears in the quotation, this agreement or price of the schedule plus any additional costs payable to us.
1.5 Contract means this signed agreement and all the terms are binding on the parties.
1.6 Goods means any goods supplied by us to the Customer (or ordered by the Customer but not yet supplied) including, and in no way limited to, electrical or communication products.
1.7 Latent Conditions means any unforeseen site condition not obvious to us upon a reasonable inspection of the site at the time of the quotation, work authorisation, tender or other form.
1.8 Travel Time means the distance from our premises to the customer and return.
1.9 Works means the works described in this agreement or our quotation, work authorisation, tender or other form.
1.10 Normal Business Hours means Mon–Fri 9.00am to 5.00pm (except public holidays).
1.11 Normal Installation Hours means Mon–Fri 7.00am to 6.00pm (except public holidays).
2.1 The rates are as per our charges at the time the services are engaged, unless otherwise agreed.
2.2 The rates do not include any allowance for latent conditions and we will be entitled to vary our price for the works for any such latent conditions.
2.3 We are entitled to be reimbursed for any and all costs and charges levied by any statutory or other authority with respect to the Works we perform for the customer.
- PAYMENT and PAYMENT TERMS:
3.1 The following forms of payment are accepted: EFT, cash, cheque or direct deposit. Our preferred method of payment is by Electronic Funds Transfer (EFT).
3.2 All payments to be by Australian Dollars unless stated otherwise
3.3 Cheque payments will be subject to clearance from the Contractor’s bank and the customer will pay all dishonour fees.
3.4 Any claims arising from an invoice must be made within seven (7) working days.
3.5 In the event of a default of a payment, when due, all costs of collection, including legal fees and court costs, shall be paid by the applicant.
3.6 The Customer is not entitled to any retention or otherwise retain any amount due to us. All payments are to be made without deduction or equitable or other set off whatsoever.
3.7 The terms of trade are a maximum of fourteen (14) days from date of invoice unless otherwise agreed by us in writing.
3.8 The customer may be liable to pay interest on any late payment at the rate of 3% per annum.
3.9 We reserve the right to suspend the Works if payment is overdue until such time as payment is made.
3.10 An account application must be submitted and approved by AV Integration prior to credit being offered. By submitting an account application, you authorise AV Integration Pty Ltd to make inquiries into the business/trade references that you have supplied. AV Integration also has your authorisation to obtain from a credit reporting agency, personal information relating to your capacity to meet the terms of this credit agreement, should it be considered relevant to approving commercial credit to you.
3.11 Any credit extended to the Customer may be reduced or refused in the event that AV Integration Pty Ltd, at its’ reasonable discretion, determines that the applicant’s financial situation or ability to pay is impaired.
- DELIVERY, TITLE AND PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA):
4.1 The Customer assumes the risk and responsibility (including any insurance) for Goods at the time of delivery, whether the Goods are delivered to the Customer’s premises or other site nominated by the Customer and whether the Customer (or the Customer’s representative) is at the delivery site to acknowledge receipt of delivery, not after the installation is completed or invoiced. The Customer agrees to pay standard delivery charges as billed.
4.2 Ownership of the Goods will only pass to the Customer when all monies owed to us by the Customer are paid in full.
4.3 Until we have received payment in full for all monies owed by the Customer, we reserve the following rights:
- legal and equitable ownership of the Goods;
- the right to enter the delivery site and retake possession of the Goods;
- the right to keep or resell any Goods repossessed under sub-clause 4.3.2 and
- any other rights it may have at law or under the PPSA;
4.4 Until we receive payment for all monies owed to us, the Customer acknowledges that we have a Purchase Money Security Interest (PMSI) which attaches over the Goods and their proceeds and a Security Interest in relation to other amounts owed by the Customer to us.
4.5 The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPSA.
4.6 The Customer undertakes to do anything (such as obtaining consents, producing documents or getting documents completed or signed) which we consider reasonably necessary for the purposes of ensuring that a PMSI and/or Security Interest is enforceable, perfected and effective.
4.7 To the extent permitted by law, the Customer waives its rights to:
4.7.1 receive notices or statements under sections 95, 121(4), 125, 130, 132(3)(d) and 135 of the PPSA;
4.7.2 redeem the Goods under section 142 of the PPSA;
4.7.3. reinstate the Security Agreement under section 143 of the PPSA;
4.7.4 receive a Verification Statement.
4.8 Nothing in this clause prevents us from taking collection or legal action to recover any monies owed to it from time to time.
- VARIATIONS AND CHANGES TO COST OF MATERIALS:
5.1 The Customer shall be entitled to direct that we undertake a variation and such direction shall be in writing and if we are delayed, then the Customer will grant us an extension of time and reimburse us our reasonable delay costs and the Contract Price shall be adjusted accordingly.
5.2 Variations to the scope of any Sales Order or Quotation, as outlined in the labour description and comments, shall be charged as a Variation Invoice at AV Integration’s standard rates.
- EXTENSION OF TIME:
We shall be entitled to an extension of time and our reasonable cost recovery for delay if, we through no fault of our own are delayed by others.
- LATENT CONDITIONS:
We shall be entitled to an extension of time and our reasonable cost recovery for delay, if any, and reimbursed all costs arising out of any latent conditions.
- TRADE CREDIT ACCOUNTS:
8.1 Where the Customer has no credit history with AV Integration, a deposit will be required prior to commencement of work.
8.2 We can vary or withdraw any credit facility at our discretion, without liability to the Customer or any other party.
- PURCHASE ORDERS:
Only these terms (no other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between us and the Customer. Our acceptance of a purchase order will not be acceptance of any such terms or conditions.
10.1 A tax invoice for work will be issued monthly unless the work is completed in less than a month.
10.2 Final invoices will be issued upon practical completion of your project, where your System as a whole is proven by AV Integration to be operational and fit for purpose. Further commissioning or training, or any defect rectification may occur after this date.
- RETURNS AND CANCELLATIONS:
11.1. Cancellations for custom made Goods will not be accepted once we have commenced ordering and/or manufacturing the Goods (including any components required to manufacture the goods).
11.2. Custom made products, including cables, are not returnable for credit unless proved to be faulty.
11.3. The Customer may return Goods purchased from us for credit or refund subject to the following:
11.3.1. The Goods are returned to us with the original invoice within thirty (30) days of the invoice date.
11.3.2. The Goods are new and unused.
11.3.3. The Goods are in the original packaging, which has not been damaged or altered.
11.4. Goods satisfying 10.3.1. to 10.3.3. will be subject to a 20% restocking fee at our discretion, except when faulty or incorrectly supplied by us.
11.5. Credit for returned Goods will be in the form of company credit or refund at our discretion.
11.6. Goods supplied by us that are deemed to be faulty by us within thirty (30) days of invoice date may be returned to us for exchange, credit or refund.
11.7. Except when incorrectly supplied or faulty, the Customer will be responsible for payment of any return freight charges.
- PRODUCT AND SERVICE GUARANTEE, REPAIRS AND WARRANTY:
12.1 AV Integration’s comprehensive twenty-four (24) month Workmanship Warranty incorporates all installation Labour, New Cabling, Terminations, Wall Plates and Custom Fabricated items.
12.2 Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
12.3 You agree that our liability to you for any breach of any implied terms may, subject to the Australian Consumer Law be limited to the replacement, or repair or payment of the cost of replacement or repair of the relevant goods.
12.4 You acknowledge that (at our option):
- Goods repaired may be replaced by refurbished goods of the same type rather than being repaired.
- Refurbished parts may be used to repair goods.
12.5 All goods and services supplied by us shall have the benefit of any warranty given by the goods respective manufacturer and is considered ‘Back to Base”. No on-site warranty service is provided for installed items requiring specialist access labour or equipment – unless clearly specified otherwise. AV Integration Service Level Agreements and Maintenance Agreements shall cover on-site support. Subject to your rights under the Australian Consumer Law and to the fullest extent permitted by law, you agree that we will not be liable to you for loss of profit or other economic loss, direct or indirect or consequential, special, general or other damages or other expenses or costs arising out of a breach of contract or any common law duty (including negligence) by us, our agents or employees.
12.6 Subject to the Australian Consumer Law, we will not be liable for any damage, direct or consequential, arising out of any faults or defects including, but not limited to, those caused by:
12.6.1. External causes including natural disaster, fire, water, lightning, power surge or spike, accident, neglect, misuse, vandalism.
12.6.2. The use of the goods for other than its intended purpose.
12.6.3. The use with or connection of the goods to item/s not approved by us.
12.6.4. The performance of maintenance or attempted repair by person/s other than us or as authorised by us.
12.6.5. Any configuration or reconfiguration by the Customer.
12.7 Goods manufactured by us (including custom products and/or cables,) carry a twenty-four (24) month warranty against faults or defects excluding, but not limited to, the causes outlined in 12.6.1. to 12.6.5.
12.8 We provide a business service during normal business hours. We cannot guarantee a response outside these hours – however, if circumstances allow, phone support may be provided. If a technician is able to attend, then an after-hours Callout rate of $390+GST will apply. This includes the first hour of labour, within the inner metro area.
12.9 No liability is assumed for any consequential damages caused from the use of Goods by the Customer.
12.10 The Customer is responsible for any return freight charges for Goods that are returned under warranty.
- CONTRACTOR LIABILITY:
13.1 We shall not be liable for any damage to materials or the works caused by the Customer or third parties and shall not be required to indemnify any party for any damage caused by others.
13.2 Subject to the Australian Consumer Law, we will not accept the return of, or give credit for, any Goods supplied in accordance with the Contract.
13.3 We will not be liable for any delays caused by others.
13.4 Subject to the Australian Consumer Law, we will not be liable for any consequential or indirect losses.
All Professional Indemnity and all risks/control works insurances are expressly excluded unless otherwise noted in the Schedule.
- SITE AND SAFETY:
15.1 The Customer shall be responsible for the site.
15.2 The Customer shall ensure that all legislation and standards applicable to workplace safety are adhered to on the site.
15.3 We shall comply with all legislation and standards in the maintaining of safe work practices.
- EXCAVATIONS & EXISTING UNDERGROUND SERVICES:
16.1 The Contract is based on any excavation required in performance of the works being in soil or clay and free of rock. The Customer acknowledges that should it be necessary for us to excavate in other material, including but not limited to rock and shale, then such shall be a latent condition and the Customer will pay to us a reasonable extra price.
16.2 We shall ring “Dial Before You Dig” prior to any excavation.
16.3 We shall be entitled to rely on the “Dial Before You Dig” report being conclusive and binding on the parties.
16.4 If the Customer requires us to excavate by hand, we shall be entitled to
16.4.1 an extension of time;
16.4.2 our reasonable costs for any resulting delay;
16.4.3 payment for such excavation at our hourly rates.
16.5 If the Customer fails to give us relevant site information and we, through no fault of our own, causes damage to any services, then the Customer shall indemnify and forever hold harmless us from any and all claims for damages made against us.
- ASBESTOS AND OTHER TOXIC SUBSTANCES:
We shall be entitled to an extension of time and our reasonable delay costs and any other additional costs incurred by us as a consequence of the presence of asbestos or other toxic substances whatsoever.
18.1 All Quotes are valid for maximum fourteen (14) days and are reviewable at the date of the Customers order. All quotes are not a contractual offer, and accordingly AV Integration may vary or withdraw a Quotation at its discretion. Pricing and Availability are subject to change without notice, according to changes beyond our control. We shall be entitled to be reimbursed any additional costs as a consequence of any increase in material costs that exceed 5% of the original cost of such materials at the time of the award of the Contract.
18.2 Installation Labour costing assumes easy trade access to the worksite during installation times for the duration of the project, with minimal interruption. If project programming delays incur significant or ongoing cost impact to AV Integration, variation charges will be leveed relative to this impact. On-site trade vehicle parking will be necessary and is assumed, unless otherwise agreed and stated in writing.
18.3 Labour rates are based on installation occurring during our normal installation hours, unless otherwise stated.
18.4 All care is taken at the time of quoting, to assess & scope the suitability of your facilities for our installation. However, AV Integration cannot be held responsible for the structural integrity of your building – please be aware that any structural works required will incur a variation charge (E.g. Minimising projected image vibration, or misalignment). This applies even if the required variation becomes evident only after installation, due to unforeseen circumstances.
18.5 Likewise, occasionally obstructions to cable paths or other hardware installation, will only become evident after commencement of work, at which point we will discuss the best course of action with you. In this case, labour will be charged as an additional labour variation to the original labour Cost Estimate.
18.6 All quotations include an Engineering & Design element – which contains intellectual property. The detail of this quote is shared with you to provide sufficient understanding of the solution. This quotation is private and is intended for the recipient only, as it contains confidential information not to be shared with other parties.
18.7 Each Project quotation should be viewed in its entirety. We cannot guarantee the outcome of your solution if individual components are not supplied by AV Integration, or if only part of the total solution is selected.
18.8 Acceptance of our Quote via the required written acknowledgement (by an authorised signatory or via an official Purchase Order or Contract Agreement), signifies that you accept our Terms & Conditions of Sale in full, and confirm the Scope of Works in its entirety, as outlined in the Quotation.
18.9 Should any Quotation be accepted by the Customer and subsequently cancelled – a penalty may apply commensurate with the expenses already incurred by AV Integration.
18.10 Errors and Omissions Excepted.
18.11 AV Integration installation work is guided by the Australian Design rules and Australian Standards. Where client specifications and rules differ from Australian Standards (including AS/CA S009:2013 & AS/NZS 3000:2018) – it is the client’s responsibility to ensure AV Integration is aware of these restrictions prior to AV Integration quoting on the work, and commencing work, to ensure no cost variations result from potential re-work.
- EXCLUSIONS & INCLUSIONS
19.1 AV Integration typically assumes (due to strict technical distance limits to USB & HDMI cabling) that your Wall Input Plates shall be within seven & half (7.5) metre cable length to the Projector, unless stated otherwise in the Scope of Works. Should a location further than seven & half (7.5) metre be required, AV Integration shall quote separately for suitable cabling extensions.
19.2 Network cabling shall be terminated and tested and operating prior to completion of the installation. If written certification of each cable run and termination is required, then a certification charge shall apply per cable run.
19.3 Due to this technical distance limitation, all cable runs are estimated to be direct in nature and not bound by structured cabling routes; this is as a result of placing priority over minimizing AV signal cable length to enable desired functionality and minimize interference.
19.4 Unless clearly stated otherwise, AV Integration has made no allowance for any electrical, network data, MATV points, in wall/floor conduits, coring or cable trays in this quotation. AV Integration understanding that these services, where and if required, will be supplied by other trades.
19.5 AV Integration’s proposal is based on the grounds there is structural integrity in the infrastructure / building to support the integration of the Audiovisual equipment specified. Where additional structural support and / or reinforcing are required, this will be the responsibility of others, unless clearly stated in the Scope of Works.
19.6 Unless otherwise specified in the Scope of works – No allowance has been made for painting or refinishing of surfaces.
19.7 AV Integration has made no allowance for cutting of cable entry holes in desks or tables. It is AV Integration understanding that these shall be done by, and in co-ordination with a Joinery trade.
19.8 It is AV Integration’s understanding that all equipment noted as ‘existing’ or ‘Customer Supplied’ is working & functional. Any costs relating to remediating, repairing or replacing existing equipment if found to be non-functional shall be forwarded as variations to the Scope of Works.
19.9 This quote (and any acceptance of it) is subject to any Customer or site induction and compliance requirements not exceeding one (1) hour off-site duration, and any staff on-site induction and compliance procedures not exceeding fifteen (15) minutes at start of job on the first day. Any variations will be charged at our standard labour rates. Any late notification received less than fourteen (14) days prior to start of job will be charged at 150% and received less than seven (7) days prior to start of job at 200%.
- TENDERS AND DESIGN & CONSTRUCT PROJECTS
20.1 If AV Integration is engaged as a design consultant as a paid service – then we take full responsibility for our work and will warrant our design as a full working AV system. As significant costs are incurred in designing a complete and operational AV system, whether it is designed to fit a budget or meet world’s best practice – AV Integration reserve the right to charge for this consultation, including scope changes as required by the Customer.
20.2 If an external consultant has been contracted to provide a scope of works &/or a bill of materials, then it is up to the Consultant, Head Contractor and end Customer to review our quotation and technical documents as provided, to ensure our offered solution is fit for their purpose and represents a complete operating system. This also ensures that any information AV Integration may not have at hand, or has not been adequately provided with at the time of our tender response, but is critical to meet the Customer’s expectations – can be taken into account, giving AV Integration opportunity to offer the most appropriate solution.
20.3 If no consultant is engaged, and AV Integration is asked to provide a design as part of a Tender submission, then AV Integration cannot be held responsible for a complete functioning solution until sufficient consultation with the Customer to ensure the solution is fit for purpose.
21.1 AV Integration recommends that all AV components are powered on a common earth, and wherever possible, the same RCD protected electrical circuit. Failure to provide outlets meeting this specification can result in earthing issues which can disrupt electrical components causing undesirable hums, banding, dropouts or interference.
21.2 It is the responsibility of the Customer to ensure a laptop/PC is provided, with all applicable drivers and software installed, on the day of the installation for testing and commissioning. Failure to do so may result in additional callout fees to complete commissioning work.
- INDUSTRIAL RELATIONS:
22.1 We shall comply with all applicable industrial instruments and allowances.
22.2 We shall be entitled to an extension of time and be reimbursed all costs incurred as a consequence of any change to any industrial relation matter after the award of Contract.
The parties shall, except for legal and other advisors, keep strictly confidential between them all information shared under the Contract.
The laws of South Australia govern these terms and conditions and any legal action relating to them shall be brought in the South Australian Courts.