Terms & Conditions

    1. Definitions
    1.1 "VK.SA.Air-Con & Refrigeration" shall mean"VK.SA.Air-Con & Refrigeration"  its successors and assigns or any person acting on behalf of and with the authority of "VK.SA.Air-Con & Refrigeration"  1.2 "Client" shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by"VK.SA.Air-Con & Refrigeration"   to 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"VK.SA.Air-Con & Refrigeration"   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 "VK.SA.Air-Con & Refrigeration"   to the Client.
    1.5 "Services" shall mean all Services supplied by"VK.SA.Air-Con & Refrigeration"   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 price payable for the Goods and services as agreed between "VK.SA.Air-Con & Refrigeration"   and the Client in accordance with clause 4 of this contract.
    2. The Commonwealth Trade Practices Act 1974 ("TPA") and Fair Trading Acts ("FTA")
    2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
    3. Acceptance
    3.1 Any instructions received by  "VK.SA.Air-Con & Refrigeration"  from the Client for the supply of Goods and/or the Client's acceptance of Goods supplied by "VK.SA.Air-Con & Refrigeration"   shall constitute acceptance of the terms and conditions contained herein.
    3.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
    3.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of "VK.SA.Air-Con & Refrigeration"  3.4 The Client shall give"VK.SA.Air-Con & Refrigeration"   not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client's name and/or any other change in the Client's details (including but not limited to, changes in the Client's address, facsimile number, or business practice). The Client shall be liable for any loss incurred by"VK.SA.Air-Con & Refrigeration"   as a result of the Client's failure to comply with this clause.
    3.5 Goods are supplied by"VK.SA.Air-Con & Refrigeration"   only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client's order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
    4. Price And Payment
    4.1 At  "VK.SA.Air-Con & Refrigeration"   sole discretion the Price shall be either:
    (a) as indicated on invoices provided by"VK.SA.Air-Con & Refrigeration"   to the Client in respect of Goods supplied; or
    (b)  "VK.SA.Air-Con & Refrigeration"   quoted Price (subject to clause 4.2) which shall be binding upon "VK.SA.Air-Con & Refrigeration"   provided that the Client shall accept "VK.SA.Air-Con & Refrigeration"   quotation in writing within thirty (30) days.
    4.2 DNA Electrical reserves the right to change the Price in the event of a variation to  "VK.SA.Air-Con & Refrigeration"  quotation. Any variation from the plan of scheduled works or specifications (including, but not limited to, any variation as a result of price increases and decreases in materials and labour costs) will be charged for on the basis of  "VK.SA.Air-Con & Refrigeration"  quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
    4.3 At "VK.SA.Air-Con & Refrigeration"   sole discretion:
    (a) payment shall be due on delivery of the Goods and services; or
    (b) payment shall be due before delivery of the Goods and services; or
    (c) payment for approved Clients shall be made by instalments in accordance  with "VK.SA.Air-Con & Refrigeration"   payment schedule; or
    (d) Payment for approved Clients shall be due in fourteen (14) days from the date of the invoice.
    4.4 "VK.SA.Air-Con & Refrigeration"   may submit a detailed payment claim at intervals not less than one month for work performed up to the end of each month. The value of work so performed shall include the reasonable value of authorised variations and the value of materials delivered to the site but not yet installed. Progress payment shall be made within twenty (20) working days of each monthly payment claim.
    4.5 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.
    4.6 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card with the exception of Diners or American Express (no surcharge is applicable), or by direct credit, or by any other method as agreed to between the Client and "VK.SA.Air-Con & Refrigeration" 
    4.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressed included in the Price.
    5. Damages
    5.1 "VK.SA.Air-Con & Refrigeration"   shall not be liable for any loss or damage caused in accessing the work site beyond reasonable control of"VK.SA.Air-Con & Refrigeration"   (including, without limitation, damage to pathways, driveways and concreted or paved areas).
    6. Underground Locations
    6.1 Prior to DNA Electrical commencing any services the Client must advise  "VK.SA.Air-Con & Refrigeration"   of the precise location of all underground services of the precise location of all underground services on the site and clearly mark the same. The underground mains & services the Client must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, Telstra cables, fibre optic cables, oil pumping mains, and any other services that may be on site.
    6.2 Whilst "VK.SA.Air-Con & Refrigeration"    will take all care to avoid damage to any underground services the Client agrees to indemnify "VK.SA.Air-Con & Refrigeration"   in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 6.1.
    7. Title
    7.1 "VK.SA.Air-Con & Refrigeration"   and the Client agree that ownership of the Goods and services shall not pass until:
    (a) the Client has paid"VK.SA.Air-Con & Refrigeration"   all amounts owing for the particular Goods and services; and
    (b) the Client has met all other obligations due by the Client to "VK.SA.Air-Con & Refrigeration"   in respect of all contracts between "VK.SA.Air-Con & Refrigeration"    and the Client.
    7.2 Receipt by "VK.SA.Air-Con & Refrigeration"  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"VK.SA.Air-Con & Refrigeration"   ownership or rights in respect of the Goods and services shall continue.
    7.3 It is further agreed that:
    (a) where practicable the Goods and services shall be kept separate and identifiable until "VK.SA.Air-Con & Refrigeration"   shall have received payment and all other obligations of the Client are met; and
    (b) until such time as ownership of the Goods and services shall pass from "VK.SA.Air-Con & Refrigeration"   to the Client "VK.SA.Air-Con & Refrigeration"   may give notice in writing to the Client to return the Goods or any of them to "VK.SA.Air-Con & Refrigeration"  . Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods and services shall cease; and
    (c) "VK.SA.Air-Con & Refrigeration"   shall have the right of stopping the Goods and services in transit whether or not delivery has been made; and
    (d) if the Client fails to return the Goods to  then"VK.SA.Air-Con & Refrigeration"   "VK.SA.Air-Con & Refrigeration"   or"VK.SA.Air-Con & Refrigeration"   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 "VK.SA.Air-Con & Refrigeration"   has received payment in full for the Goods and services then the Client shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Client owes to "VK.SA.Air-Con & Refrigeration"   for the Goods, on trust for "VK.SA.Air-Con & Refrigeration"  ; and
    (f) the Client shall not deal with the money of "VK.SA.Air-Con & Refrigeration"   in any way which may be adverse to"VK.SA.Air-Con & Refrigeration"   ; 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 at the property of "VK.SA.Air-Con & Refrigeration"   and
    (h) "VK.SA.Air-Con & Refrigeration"   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 "VK.SA.Air-Con & Refrigeration"   will be the owner of the end products.
    8. Warranty
    8.1 Subject to the conditions of warranty set out in clause 8.2 "VK.SA.Air-Con & Refrigeration"   warrants that if any defect in any workmanship of"VK.SA.Air-Con & Refrigeration"   becomes apparent and is reported to"VK.SA.Air-Con & Refrigeration"   within six (6) months of the date of delivery (time being of the essence) then "VK.SA.Air-Con & Refrigeration"   will either (at  "VK.SA.Air-Con & Refrigeration"   sole discretion) replace or remedy the workmanship.
    8.2 The conditions applicable to the warranty given by clause 11.1 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
    (ii) failure on the part of the Client to follow any instructions or guidelines provided by  "VK.SA.Air-Con & Refrigeration"   or
    (iii) any use of any Goods otherwise than for any application specified on a quote or order form; or
    (iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
    (v) fair wear and tear, any accident or act of God.
    (b) the warranty shall cease and "VK.SA.Air-Con & Refrigeration"   shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without "VK.SA.Air-Con & Refrigeration"   consent.
    (c) in respect of all claims   "VK.SA.Air-Con & Refrigeration"  shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client's claim.
    8.3 For Goods not manufactured by"VK.SA.Air-Con & Refrigeration"   the warranty shall be the current warranty provided by the manufacturer of the Goods.  "VK.SA.Air-Con & Refrigeration"   shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
    9. Intellectual Property
    9.1 Where "VK.SA.Air-Con & Refrigeration"   has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings and documents shall remain vested in "VK.SA.Air-Con & Refrigeration"   and shall only be used by the Client at  "VK.SA.Air-Con & Refrigeration"   discretion.
    9.2 The Client warrants that all designs or instructions to "VK.SA.Air-Con & Refrigeration"   will not cause  "VK.SA.Air-Con & Refrigeration"   to infringe any patent, registered design or trademark in the execution of the Client's order and the Client agrees to indemnify  "VK.SA.Air-Con & Refrigeration"   against any action taken by a third party against "VK.SA.Air-Con & Refrigeration"   in respect of any such infringement.
    10. Default & Consequences of Default
    10.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month (and at  "VK.SA.Air-Con & Refrigeration"   sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    10.2 In the event that the Client's payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by "VK.SA.Air-Con & Refrigeration" 
    10.3 If the Client defaults in payment of any invoice when due, the Client shall indemnify "VK.SA.Air-Con & Refrigeration"    from and against all costs and disbursements incurred by "VK.SA.Air-Con & Refrigeration"    in pursuing the debt including legal costs on a solicitor and own client basis and  "VK.SA.Air-Con & Refrigeration"   collection agency costs.
    10.4 Without prejudice to any other remedies"VK.SA.Air-Con & Refrigeration"  may have, if at any time the Client is in breach of any obligation (including those relating to payment), "VK.SA.Air-Con & Refrigeration"  may suspend or terminate the supply of Goods and services to the Client and any of its other obligations under the terms and conditions. "VK.SA.Air-Con & Refrigeration"   will not be liable to the Client for any loss or damage the Client suffers because "VK.SA.Air-Con & Refrigeration"   has exercised its rights under this clause. 
    10.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.
    10.6 Without prejudice to  "VK.SA.Air-Con & Refrigeration"   other remedies at law   shall be"VK.SA.Air-Con & Refrigeration"   entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to  "VK.SA.Air-Con & Refrigeration"   shall, whether or not due for payment, become immediately payable in the event that:
    (a) any money payable to  "VK.SA.Air-Con & Refrigeration"   becomes overdue, or in  "VK.SA.Air-Con & Refrigeration"   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.
    11. Security And Charge
    11.1 Despite anything to the contrary contained herein or any other rights which "VK.SA.Air-Con & Refrigeration"    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  "VK.SA.Air-Con & Refrigeration"   or "VK.SA.Air-Con & Refrigeration"  nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that  "VK.SA.Air-Con & Refrigeration"   (or  "VK.SA.Air-Con & Refrigeration"   nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
    (b) should  "VK.SA.Air-Con & Refrigeration"   elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify "VK.SA.Air-Con & Refrigeration"   from and against all "VK.SA.Air-Con & Refrigeration"    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  "VK.SA.Air-Con & Refrigeration"   or "VK.SA.Air-Con & Refrigeration"    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 11.1.
    12. Cancellation
    12.1"VK.SA.Air-Con & Refrigeration"   may cancel any contract to which these terms and conditions apply or cancel delivery of Goods and services at any time before the Goods and services are delivered by giving written or verbal notice to the Client. On giving such notice "VK.SA.Air-Con & Refrigeration"   shall repay to the Client any sums paid in respect of the Price.  "VK.SA.Air-Con & Refrigeration"   shall not be liable for any loss or damage whatsoever arising from such cancellation.
    12.2 In the event that the Client cancels delivery of Goodsand services the Client shall be liable for any loss incurred by "VK.SA.Air-Con & Refrigeration"   (including, but not limited to, any loss of profits) up to the time of cancellation.
    13. Privacy Act 1988
    13.1 The Client and/or the Guarantor/s agree for "VK.SA.Air-Con & Refrigeration"   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  "VK.SA.Air-Con & Refrigeration" 
    13.2 The Client and/or the Guarantor/s agree that"VK.SA.Air-Con & Refrigeration"   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.
    13.3 The Client consents to "VK.SA.Air-Con & Refrigeration"   being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
    13.4 The Client agrees that personal credit information provided may be used and retained by "VK.SA.Air-Con & Refrigeration"   for the following purposes and for other purposes as shall be agreed between the Client and  "VK.SA.Air-Con & Refrigeration"   or required by law from time to time:
    (a) provision of Goods; and/or
    (b) marketing of Goods by  "VK.SA.Air-Con & Refrigeration"   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.
    13.5  "VK.SA.Air-Con & Refrigeration"   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.
    14. Building and Construction Industry Security of Payments Act 1999
    14.1 At"VK.SA.Air-Con & Refrigeration"   sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payments Act 1999 may apply.
    14.2 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of South Australia, except to the extent permitted by the Act where applicable.
    15. Compliance with Laws
    15.1 The Client and "VK.SA.Air-Con & Refrigeration"   shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works.
    15.2 The Client shall obtain (at the expense of the Client) all licenses and approvals that may be required for the works.
    15.3 The Client agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
    16. General
    16.1 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.
    16.2 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.
    16.3  "VK.SA.Air-Con & Refrigeration"   shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by  "VK.SA.Air-Con & Refrigeration"   of these terms and conditions.
    16.4 In the event of any breach of this contract by "VK.SA.Air-Con & Refrigeration"   the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods and services.
    16.5 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 "VK.SA.Air-Con & Refrigeration"   nor to withhold payment of any invoice because part of that invoice is in dispute.
    16.6"VK.SA.Air-Con & Refrigeration"   may license or sub-contract all or any part of its rights and obligations without the Client's consent.
    16.7 The Client agrees that"VK.SA.Air-Con & Refrigeration"   may 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 "VK.SA.Air-Con & Refrigeration"   notifies the Client of such change.
    16.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

    16.9 The failure by"VK.SA.Air-Con & Refrigeration"   to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect right to"VK.SA.Air-Con & Refrigeration"   subsequently enforce that provision. 


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