Terms & conditions
1. Definitions
In these Terms unless the context requires otherwise:
Additional Charges means charges that are separate from the Price, and may include but are not limited to transport, access, after-hours call-out fees, increase in cost of Goods, administration fees, and equipment hire costs.
Contract means the contract formed as a result of the acceptance of an Order by JPG Tech. It includes these Terms and the Quote.
Confidential Information is information that:
(a) by its nature is confidential;
(b) is designated by the parties as confidential; or
(c) the parties know or ought to know is confidential;
and includes all information about JPG Tech and its related bodies corporate, including but not limited to, alltechnical, financial, commercial and other information in any form (for example: as a document or in electronic form)of or relating to them or their business affairs, which is made available or which becomes known during the termsof this Contract but does not include information that was in the public domain at the time of its disclosure.
Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability,restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatevernature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited tonegligence or otherwise).
Consumer Guarantees means the consumer guarantees contained in the Australian Consumer Law, which iscontained in Schedule 2 of the Competition and Consumer Act 2010.
Control has the meaning ascribed to it under section 910B of the Corporations Act (Cth) 2001.
Customer means the customer set out in the Quote, offer or other document provided by JPG Tech (in the absenceof such information, the customer who placed the Order).
Delivery Dates means the dates set out in the Quote or such date as the parties otherwise agree in writing.Goods means the materials and electrical related products supplied by JPG Tech to the Customer as described inthe Quote.
Goods means the materials and electrical related products supplied by JPG Tech to the Customer as described inthe Quote.
Invoice means a tax invoice issued by JPG Tech to the Customer specifying the Price and any ancillary costspayable by the Customer to JPG Tech for the Services.
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Insolvency Event means any of the following analogous events:
(a) the Customer, being an individual, commits an act of bankruptcy;
(b) a party becomes insolvent;
(c) a party disposes of whole or any part of its assets, operations or business other than in the ordinary course ofbusiness;
(d) the Customer is unable to pay JPG Tech’s debts as the debts fall due;
(e) any step is taken by a mortgagee to take possession of or dispose of the whole or any part of a party’s assets,operations or business; or
(f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator orliquidator of the whole or party of any party’s assets, operations or business.
Intellectual Property is all of JPG Tech’s and its Related Bodies Corporate’s present and future patent and patentapplications; rights to inventions; copyright and related rights; trademarks; service marks; trade names; domainnames and URLs; rights in good will or to sue for passing off; rights in designs; registered designs; rights in computersoftware; database rights; rights in Confidential Information (including know-how and trade secrets); and any otherintellectual property rights. These rights may be registered or unregistered.
Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonablelegal fees).
Order means any written or verbal order by the Customer to JPG tech for the Goods and/or Services.
Price means the price payable in respect of the Goods and Services, as specified in the Quote and/or Invoiceissued by JPG Tech.
Quote means the Quote from JPG tech to the Customer for the provision of the Services whether it is pending inspection of the Work Site, or not.
Related Bodies Corporate means related bodies corporate as defined by the Corporations Act 2001 (Cth).
Scope of Works means the scope of the project for which the Customer has engaged JPG Tech to perform the Services as set out in the Quote and does not include any items expressly stated to be excluded.
Services means the services to be provided by JPG Tech to the Customer as described in the Quote.
Terms means these Terms and Conditions of sale.
Work Site means the Customer’s site where the Scope of Works will be performed and the Services provided as set out in the Quote.
2. General
2.1. These Terms apply to the sale of Goods and Services from JPG Tech to the Customer to the exclusion of all other terms and conditions of JPG Tech.
2.2. JPG tech will not supply Goods and Services on any other terms or conditions other than those set out herein.
3. Acceptance of Terms and placement of orders
3.1. The Customer is deemed to have accepted a Quote and agreed to these Terms by:
(a) accepting the Quote verbally or in writing;
(b) signing and returning a copy of these Terms; or
(c) providing instructions to JPG Tech in relation to the provision of the Goods and Services.
3.2. If the Customer accepts a Quote as specified in clause 3.1, the parties will have created a binding Contract and JPG Tech will supply the Goods and/or Services to the Customer, and the Customer will pay the Price to JPG Tech as specified on the Invoice in accordance with the terms of the Contract.
3.3. The Customer must pay to JPG Tech any costs associated with the Customer purporting to cancel the Contract, including any costs for the Services not yet delivered, to be calculated on a pro-rata basis, and costs for materials ordered and associated administration and management costs.
3.4. JPG Tech may cancel any Contract at any time prior to the provision of the Services with no liability other than to repay any amount of the Price paid by the Customer in advance of the cancellation.
4. Services
4.1. JPG Tech will provide the Services to the Customer.
4.2. JPG Tech will exercise reasonable care, skill and ability when performing the Services.
4.3. In providing the Services, JPG Tech will:
(a) not be responsible for any timeline or quality of works by third party trades; and
(b) carry out Services by the Delivery Dates.
4.4. The Delivery Dates are subject to the Customer providing JPG Tech with all relevant information, documentation, approvals, permits, licences, material, and access to the Work Site to enable JPG Tech to perform the Services.
4.5. If the Work Scope requires the Services to be provided outside, the Delivery Dates will be subject to the weather. JPG Tech will not be liable for any delays to the Delivery Dates caused by inclement weather.
4.6. JPG Tech will only issue any requisite compliance certificate for the Services once the works are 100% complete.
5. Customer’s responsibilities and warranties
5.1. The Customer must:
(a) provide JPG Tech with all resources, including but not limited to information, documentation, approvals, permits and licences, to the premises and the Work Site to enable JPG Tech to perform the Services (unless otherwise stipulated in the Quote);
(b) ensure that JPG Tech has clear and free access to the Work Site at all times to enable them to undertake the Services, including ability to have the power turned off for the duration of the Services;
(c) ensure that it has obtained the appropriate authority or consents required for JPG Tech to perform the Services at the Work Site, including but not limited to, the Customer ensuring that authorities and/or consents (as appropriate) have been obtained from the nearby workers/tenants/public;
(d) use all reasonable endeavours to ensure that there are no circumstances which may affect or impair JPG Tech ability to provide the Services;
(e) provide JPG Tech with any details of any required specifications or qualities of the Goods or Services at the time the Customer provides an Order to JPG Tech; and
(f) ensure that the specifications or qualities of the Goods and Services stated in any Order by the Customer will be fit for the intended purpose of the Services.
5.2. If any permits, permissions, consents and/or authorisations for the Services are required before the Services commence, it is the Customer’s responsibility to apply for, procure and bear the costs of procuring the same unless expressly agreed otherwise and provided for in the Quote.
5.3. The Customer must take out and maintain all necessary insurance for the duration of the Services.
5.4. JPG Tech will be entitled to rely on the Customers warranties set out in this clause 5.
6. Price and Payment Terms
6.1. Unless otherwise stipulated in the Quote, payment is due upon receipt of the Services (ie immediate payment), unless otherwise agreed between the parties in writing prior to the commencement of the Services.
6.2. For any Order where the total Price is in excess of $1,000.00 excluding GST:
6.2.1. JPG Tech requires a deposit of 80% of the Price to be paid prior to commencing the Services (Deposit); and
6.2.2. the balance of 20% of the Price to be paid upon completion of the Services (immediate payment).
6.3. The Deposit is to be paid on acceptance of the Quote. The Services will not commence until JPG Tech receives the Deposit.
6.4. In circumstances where the Scope of Works contemplates the Goods and Services to be provided in stages then, unless agreed otherwise in writing or set out in the Quote, JPG Tech reserves the right to submit progress claims and invoice monthly or in accordance with any other invoicing schedule that JPG Tech determines appropriate.
6.5. Until payment is made in full, JPG Tech shall retain title over the Goods at all material times not withstanding that the Goods may have been delivered and installed.
6.6. If the Customer fails to make payment of any amount of the Price on the due date, JPG Tech may suspend its Services and the Customer must pay to JPG Tech interest on the full amount outstanding at the rate equal to 4% higher than the penalty interest rate fixed by the Attorney-General of Victoria pursuant to s2(1) of the Penalty Interest Rate Act 1983 (Vic), calculated monthly for the period from the due date until payment is received.
6.7. The Customer must reimburse JPG Tech for the full amount of any bank or other fees associated with any dishonoured payments or cheques and any legal, debt recovery or other expense associated with any action by JPG Tech to recover money from the Customer.
6.8. The Customer agrees that it must pay to JPG Tech on demand any expenses, fees and disbursements incurred by JPG Tech in recovering any amount owing to it by the Customer, including any reasonable debt collection agency fees and legal expenses and any costs incurred by JPG Tech in respect of any Order cancelled by the Customer.
6.9. The Customer may not withhold, make deductions from, or set-off payment of any of the Price due to JPG Tech or any reason.
6.10. At JPG Tech’s 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 Payment Act 2002 (Vic) or its applicable interstate equivalent legislation may apply.
6.11. Nothing in these Terms is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payment Act 2002 (Vic) or its applicable interstate equivalent legislation, except to the extent permitted by that legislation where applicable.
7. Variations to the Goods or Services
7.1. If the Customer causes a delay in the performance of the Services without providing JPG Tech with reasonable written notice in advance, JPG Tech may add to the Price any additional costs or Additional Charges incurred by JPG Tech for the provision of the Services.
7.2. If the price of Goods increases between the provision of the Quote and the supply of the Services, JPG Tech will provide notice to the Customer, and the Customer will be responsible for any Additional Charges required to supply the Goods.
7.3. If the Customer wishes to make changes to the Order for the Services or the Scope of Works, it must notify JPG Tech in writing of those changes as soon as possible, and if those changes result in additional work or time required by JPG Tech, JPG Tech may:
7.3.1. vary the Price to include any additional costs incurred by JPG Tech as a result of those changes;
7.3.2. apply any Additional Charges incurred as a result of the changes.
8. Force Majeure
8.1. JPG Tech will not be liable to the Customer for any failure to perform, or delay in performing JPG Tech’s obligations under this Contract if the failure or delay is due to an act of war, revolution or terrorism, pandemic, mandatory lockdown, an act of God, or any other event beyond the control of JPG Tech. If such a failure or delay continues for a period of 30 days, JPG Tech may terminate this Contract by giving written notice.
8.2. This clause 8 does not apply to any obligation to make payments under the Contract.
9. Liability
9.1. JPG Tech will not be liable to the Customer or any other person for any Liability or Claim of any kind whatsoever arising directly or indirectly (whether under statute, contract, tort, negligence or otherwise) in relation to any indirect consequential loss (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) or any other remote abnormal or unforeseeable loss whether or not in the reasonable contemplation of the parties.
9.2. JPG Tech will not be liable for:
(a) any loss or damage to the Work Site, including, damage to buildings, walls, painted surfaces;
(b) if trenching is required, any damage to underground services and any repair required; and
(c) any damage to (or need for reinstatement of) walls, concrete, paint, NBN cabling, solar panels or any other equipment or installation which is required to be damaged or removed for the performance of the Services. JPG Tech may, at the Customer’s request, source third party contractors to perform removal and reinstallation for the Customer, however, any resulting contract for such services shall be between the Customer and the third party service provider unless otherwise agreed in writing with JPG Tech.
10. Defects
10.1. The Customer must promptly notify JPG Tech in writing of any defects or faults in the Goods and Services or of defective workmanship in carrying out the Services as soon as it becomes aware of such defect.
10.2. Following the written notification by the Customer, the Customer must allow JPG Tech access to inspect the Work Site and to review the Goods and Services.
10.3. Subject to the Consumer Guarantees, JPG Tech will not be liable for any defect or damage which may be caused or partly caused by, or arises as a result of:
(a) any underlying structural defects, faults or degradation;
(b) any pre-existing problems with the existing wiring and/or structural integrity of the Work Site;
(c) the Customer failing to properly maintain the Work Site;
(d) the Customer using the Work Site for any purpose other than for which it was designed;
(e) the Customer continuing to use the Work Site after any defects become apparent or should have become apparent;
(f) the Customer failing to appropriately advise JPG Tech promptly after any defects become apparent or should have become apparent;
(g) interference with the Services by the Customer or any third party without JPG Tech’s written prior approval;
(h) the Customer failing to follow any instructions or guidelines provided by JPG Tech; or
(i) fair wear and tear, any accident, or force majeure event as set out in clause 8 of this Contract.
10.4. Nothing in this clause 10 shall absolve the Customer of its payment obligations under clause 6 nor give rise to a right of set off.
11. Indemnity
The Customer agrees to indemnify JPG Tech against any Liability arising from the Customer’s breach of the Contract or from its use of the Work Site including, without limitation, any damages resulting from negligence, mistake, omission or failure of performance, whether or not resulting from any act of JPG Tech or its agents.
12. Confidential Information and Intellectual Property
12.1. The Customer must not at any time, or for any reason, whether during the term of this Contract or after its termination disclose to any person or use for their own or another person’s benefit any Confidential Information.
12.2. The Customer acknowledges and agrees that:
(a) the Intellectual Property remains the property of JPG Tech; and
(b) this Contract does not confer on the Customer any proprietary right or title to any of the Intellectual Property.
12.3. The Customer acknowledges that JPG Tech may take photos and videos of the Goods, Services and Work Site (including by operation of an aerial drone over the Work Site) for quality assurance and marketing purposes. The Customer hereby consents to any photos and videos taken by JPG Tech (or its agents) before, after or in the course of providing the Services being used for promotional purposes, including publication on any social media platform, print material or being furnished to prospective clients of JPG Tech for marketing or demonstration purposes.
13. Termination
13.1. JPG Tech and the Customer may immediately terminate, or suspend the performance of the Contract if:
(a) the other party breaches a term of the Contract (including these Terms) and does not remedy the breach within 14 days of notification;
(b) the other party breaches a term of the Contract (including these Terms) which is not capable of remedy;
(c) there is any direct or indirect change in the Control of either party; and
(d) if an Insolvency Event occurs.
13.2. If the Contract is terminated for any reason:
(a) the Customer must immediately pay to JPG Tech a pro-rata payment for the Goods provided and Services performed by JPG Tech up to the date of termination, and any other money owed by the Customer to JPG Tech under this Contract as at the date of termination; and
(b) termination does not affect any accrued rights or liabilities of the parties.
14. Subcontracting
JPG Tech may sub-contract all or any part of its rights and obligations under the Contract without the Customer’s consent.
15. Jurisdiction
The Contract between JPG Tech and the Customer is made in the State of Victoria, and the parties agree to submit all disputes arising between them to the courts of such State.
16. Entire Agreement
16.1. JPG Tech and the Customer acknowledge that the Contract constitutes the entire agreement between them, and that the only enforceable obligations and liabilities of JPG Tech and the Customer in relation to the subject matter of the Contract is contained herein.
16.2. All representations, communications and prior agreements are superseded by the Contract.
17. Variation
JPG Tech may change these Terms at any time if it has given to the Customer at least 30 days’ notice in writing of the proposed change.
18. Control
The Customer must immediately provide written notice to JPG Tech if there is any direct or indirect change in the Control of the Customer.
19. Waiver
Any failure by a party to insist upon strict performance of any term or condition in these Terms shall not constitute a waiver of any rights of that party under that term or condition or any other provision of the Contract.
20. Severance
If any term of this Contract is found to be invalid or unenforceable, then that term shall be severed and the remaining terms shall continue in full force between the parties.