Terms and Conditions

DEFINITIONS AND INTERPRETATION
- In these Conditions, unless a contrary intention appears the following words shall have the following meanings:
  - Associated Goods means the goods, products, materials or equipment supplied by the Company and associated with Company’s provision of services in accordance with the contract as specified in item 2 of these Conditions and/or the Company’s invoice.
  - CCA means Competition & Consumer Act 2010 (Cth);
  - Company means the company identified on the face of this Trade Account Application, being J & R Refrigeration Pty Ltd ACN 070 022 623, and it includes the entity’s employees, agents and related entities:
  - Conditions means these Terms of Trade.
  - Customer means and includes the client identified on the face of this Application for Credit herein and any servant, agent, partner, contractor or employee of that person and in the case of two or more persons shall refer to each of them jointly and severally.
  - Force Majeure means act of God, act or omission of government, war, blockade, embargo, hostilities, fire, earthquake, flood, explosion, accident at sea, inclement weather conditions, industrial disputes (except where restricted to the Company’s employees), sabotage or commotion, or any cause (whether similar or not to any of the above events) beyond the Company’s reasonable control.
  - Insolvency Event means any of the following events occurring in relation to a Customer or in the case of a corporate customer, a Customer’s Director/s:
    - a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as defined in the Corporations Act 2001 (Cth)), trustee or controlling trustee or similar official is appointed over any of the property or undertaking of the party;
    - the party or the party’s property or undertaking becomes subject to a personal insolvency arrangement under part X of the Bankruptcy Act 1966 (Cth) or a debt agreement under part IX of the Bankruptcy Act 1966 (Cth);
    - the party is unable to pay its debts when they fall due or is unable to pay its debts within the meaning of the Corporations Act 2001 (Cth), or is presumed to be insolvent under the Corporations Act 2001 (Cth); or
    - an application or order is made for the liquidation of the party or a resolution is passed or any steps are taken to liquidate or pass a resolution for the liquidation of the party, otherwise than for the purpose of an amalgamation or reconstruction.
  - Privacy Act means Privacy Act 1988 (Cth).
  - Services means all the services and activities the Company has agreed to perform for the Customer under a booking and includes the provision of Associated Goods.
  - Quote means the written document documenting the Services to be provided by the Company to the Customer pursuant to these Conditions, and the Company’s cost estimate for those Services.
- Any notice in writing required to be given under any agreement with the Company shall be deemed to be duly given if posted to the last known address of the addressee by prepaid post.
- Any reference in these Conditions to legislation is to be read as a reference to that legislation as passed, or as amended from time to time or the equivalent of that legislation if it is repealed.
CONTRACT
- If the Customer’s Application for Credit is approved by the Company:
  - the following documents will constitute a contract between the Company and the Customer:
    - The Application for Credit;
    - These Conditions;
    - Any Quote issued by the Company to the Customer;
    - The Company’s policies and procedures.
  - all Services provided by the Company to the Customer will be subject to these Conditions unless expressly agreed to in writing by the Company.
- To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, has no effect except to the extent expressly set out or incorporated by reference in these Conditions.
QUOTES & INVOICES
- A Quote issued by the Company to the Customer constitutes an offer made by the Company to the Customer and is open for acceptance by the Customer for a period of thirty days from the date of issue or for such other time as is stipulated by the Company on the Quote.
- The Customer may accept the Company’s offer by signing and returning the Quote to the Company or otherwise indicating acceptance to the Company.
- These Conditions and any additional terms contained in the Quote will, if the Quote is accepted by the Customer, constitute the terms of the contract between the Company and the Customer. If there is any inconsistency between the terms of the Quote and these Conditions, these Conditions will prevail.
- In the event that a Quote is not supplied to the Customer, the contract between the Company and the Customer will be comprised of the Application for Credit, these Terms, and the booking of Services placed by the Customer, which may be placed by phone, email or in person.
- When accepting a Quote, you warrant and confirm that you are duly authorised to accept the Quote and to enter into a contract with the Company.
PRICING & ORDERS
- The Company’s pricing is subject to change without notice. Price rises and changes to freight charges occur regularly and it is the Customer’s responsibility to check and confirm pricing prior to booking the Services. The Company will make all reasonable effort to notify the Customer of price rises, verbally or in writing with as much notice as possible.
- Unless otherwise agreed in writing, the amount payable for Services will be the price on the Company’s invoice plus any duties, fees, taxes (including GST), other charges (eg delivery charges) imposed on or in respect to the Services, plus any amount that reflects any increase in exchange rates.
- All prices quoted are in Australian Dollars (AUD). Any payment made in foreign currency will incur fees, charges and variances in exchange rates such that the Company’s invoice is satisfied in full.
- In the event that emergency repairs, maintenance or additional work is urgently required due to a risk to health, safety or property, the Company will make a reasonable attempt to contact the Customer to seek approval for the emergency repairs, maintenance or additional work. However, the Customer acknowledges, accepts and agrees that it will be responsible to the Company for the cost of the emergency repairs, maintenance or additional work.
CANCELLATION
- Any variation or cancellation of a booking for Services by a Customer must be approved in writing by the Company, which approval may be given or refused in the Company’s absolute discretion and on conditions determined by the Company in its absolute discretion.
LIABILITY
- Subject to the CCA:
  - the Company is not liable to the Customer for any loss or damage the Customer suffers relating to the Company’s Services, including indirect, special, consequential or punitive loss or damage arising in any way whatsoever. If the CCA applies, the Company’s liability to the Customer is limited to the extent permitted by the CCA.
  - In the event of goods being received that are found to be faulty in manufacture, or in the event of a shipping error, advice from the Customer is required within 7 days from the receipt of goods. At its sole discretion, the Company will rework or replace the goods.
  - The Company is not liable for any claim, loss or expense sustained or incurred by any person arising in any way as a result of the unavailability of Associated Goods or any delay in delivery of the Associated Goods or provision of the Services or any part thereof or any failure to provide the Services or part thereof.
  - The Company is not liable for any loss or damage suffered by the Customer arising from abuse, misuse, wear and tear, or goods and services provided by the Customer or other contractors or suppliers.
  - In all other circumstances, the Company is not liable for any loss or damage suffered by the Customer except to the extent afforded or provided by the warranty specified by the brand manufacturer for all and any goods supplied.
- To the extent permitted by the CCA, the Customer agrees that it does not rely on the Company’s skill, knowledge or judgment as to the suitability of any goods for a particular purpose and acknowledges that:
  - The Company makes no representation or guarantee on the suitability, quality or performance of products advertised or mentioned on the website, social media, invoices, Quotes or other correspondence;
  - Any information provided by the Company is obtained directly from the manufacturer and provided in good faith without any liability or responsibility on the part of the Company;
  - The Customer has not relied upon or been induced by any representation by the Company and has carried out independent research to satisfy its own knowledge that the products are fit for purpose and meet all the relevant regulatory requirements for their state or territory.

PAYMENT
- The Customer must make payment of any invoice issued by the Company within 7 days from the last day of the month in which the Company’s invoice was issued. For example, if the Company issues an invoice to the Customer on 14 April, the Customer must pay the invoice by 7 May.
- If payment is not made in accordance with these Conditions:
  - the Company will be entitled to:
    - cease supply of further Services; and/or
    - require the payment of cash upon delivery of any further products;
    - Immediately re-possess any goods to which title has not passed;
    - Enforce any security it holds over the land or personal property of the Customer;
  - the Customer must:
    - pay interest to the Company on any amount owing at the bank unsecured business overdraft lending rate as applicable at the time of the date of the Company’s invoice(s), calculated from the due date for payment of the invoice as set out in clause 1.
    - pay to the Company any recovery costs including but not limited to administrative time, postage, credit consultancy fees, credit reference checks, title searches, , collection agency fees, solicitor fees, court & filing fees, and any other debt-recovery related fees that are incurred by the Company in the recovery or attempted recovery of the overdue invoice(s) or amounts owed by the Customer to the Company.
  - These Conditions may be the subject of variation or alteration by notice in writing by the Company to the Customer. Such variation or alteration will apply as and from the date the notice is given or any other date nominated by the Company, whichever occurs later in time.
  - The Customer hereby charges in favour of the Company as security for the Customer’s obligations to the Company, all right, title and interest in any land held now by the Customer or alone or jointly with anyone or acquired by the Customer at any time hereafter. If the Customer defaults in payment of any amount owed to the Company, the Customer specifically authorises the Company to lodge a caveat against any dealings with any such property and appoints the Company to be the Customer’s attorney for this purpose.

GOODS AND SERVICES TAX
- For the purposes of the contract, the terms “ABN”, “GST”, “GST law”, “registered”, “tax invoice” and “taxable supply” have the meanings given to them in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- The Company warrants that the Company is:
  - the holder of any ABN stated; and
  - registered and will continue to be registered.
  - The contract sum excludes GST.
  - The GST amount will be indicated on any quote and/ or contract provided by the Company.
  - Where the contract work, or any part of the works, constitute a taxable supply, the Company shall comply in every respect with GST law.
WARRANTIES

- The Company warrants that all workmanship is covered by a 12-month warranty from date of invoice.

CREDITS
- Credits will be issued for any overpayment of an account. The Company reserves the right to retain overpayments and excess credits until 30 days after the end of the month in which the Customer is still in credit. At that time all credits will be processed before any funds are returned to the Customer.
TERMINATION
- The Company may at is absolute discretion immediately terminate this agreement in the event that:
  - The Customer fails to comply with any of these Conditions, including a failure to comply with clause 1;
  - The Customer is subject to an Insolvency Event.

- In the event that clause 9.1(b) applies, the Company may, in addition to exercising any of its rights against the Customer, suspend the further provision of any Services.
- The Customer or the Company may terminate this agreement on the giving of thirty days written notice. Notwithstanding any notice given pursuant to this clause, this agreement will remain in force until the Company’s invoices to the Customer are paid in full.

INSURANCE

- The Customer shall effect and maintain a policy of public liability insurance in respect of third party personal injury or property damage, as well as a policy of product liability insurance, from the date for commencement of the contracted work, until the completion of the contracted work, that:
  - is in the name the Customer;
  - is for an amount not less than $20,000,000.00 per occurrence; and
  - operates as though a separate policy of public liability insurance is held by each of the co-insured (provided that the overall amount insured will apply as though there are not separate policies held by each of the co-insured).

FORCE MAJEURE
- Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to a Force Majeure. Any Party affected by a Force Majeure event must immediately inform the other party of the same and use all reasonable endeavours to comply with these Conditions.
DELAYS
- The Company is entitled to an extension for the completion of the contract work if the commencement or progress of the contract work is delayed as a result of any of:
  - a variation of the contract works;
  - a latent condition;
  - inclement weather or conditions resulting from inclement weather; or
  - any other reason as required and at the discretion of the Company.
CONFIDENTIALITY
- Customer information is regarded as confidential and will be managed in accordance with the Australian Privacy Principles contained in the Privacy Act.
- The Company may, to the extent permitted by law:
  - provide any items of the Customer’s personal information described in section 6N of the Privacy Act to a credit reporting agency in the manner prescribed under Part IIIA, Division 3 of the Privacy Act;
  - obtain a consumer credit report about the Customer from a credit reporting agency to assess the Customer’s credit application or proposed guarantee or to collect overdue payments;
  - exchange credit worthiness information about the Customer with other credit providers to assess the Customer’s credit worthiness or this Application or to notify defaults or the status of the Customer’s credit.
- The Customer may request access to the Customer’s personal information held by the Company, and where necessary, correct any errors in that information.
- The Customer acknowledges and agrees that any Information submitted by the Company in a quote or other documents, which includes, but is not limited to, pricing, technical specifications and other like information is commercial in confidence and submitted solely for evaluation by the Customer. Such information must at all times remain confidential and must not be disclosed to any third party without the Company’s prior written consent.
DISPUTES
- Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by the parties through good faith consultation in the first instance.
- Except to the extent that any litigation that may be commenced is for the recovery of an amount due for payment under Clause 7 or for injunctive or declaratory relief in relation to any matter arising out of, or in connection with, the contract, the requirements of this Clause are a condition precedent to either party commencing (or, if wrongly commenced, continuing) litigation.
- If a dispute or difference arises out of, or in connection with, the contract, either party may give the other party a written notice of dispute setting out the details of the dispute including any amount in dispute.
- The parties shall arrange, and participate in, a ‘without prejudice’ conference between them, or their authorised representatives, in an attempt to resolve the dispute or difference set out in the notice of dispute within 7 Days after the giving of the notice of dispute.
- Notwithstanding the giving of a notice of dispute, the parties shall, subject to the contract, continue to perform the contract including the contract Works.
GENERAL TERMS
- The Customer agrees that the laws of Queensland, Australia govern these Conditions, and the Customer submits to the exclusive jurisdiction of the laws of Queensland.
- It is the Customer’s responsibility to notify the Company in writing of any changes to contact/address or company details. Should the Customer have any current Contracting QBSA/QBCC license revoked or suspended it must notify the Company in writing.
- If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply.
- Any failure of the Company to enforce any of the provisions set out in these Conditions shall not be construed as waiver of such provisions and shall not affect the validity of these Conditions, or the right thereafter to enforce each and every provision.
- These Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorised representatives of the Company.
PROVISION OF INFORMATION
- The information on the Company’s web site or provided by representatives in either printed or electronic format is provided on an “as is” basis. To the fullest extent permitted by law, this Company:
  - excludes all representations and warranties relating to the Company’s website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this website and/or the Company’s literature; and

- - excludes all liability for damages arising out of or in connection with the Customer’s use of the Company’s website. This includes, without limitation, direct loss, loss of business or profits (howsoever arising), damage caused to a computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential, and incidental damages.
- The Company does not warrant that the information or services from their website will be uninterrupted, timely or error free.
- If the Company provides material/quantity estimates, the Company will not be held liable for any losses relating to supply or use of those estimates.
- The Company’s online ordering services are provided for the convenience of customers (current and potential). The Company will not be liable for any loss (directly or indirectly) in connection with the use of the online ordering facility.