1. Definitions

All contracts entered into by Bravis Security Pty Ltd are subject to these Terms and Conditions of Sale (“Conditions”).

Unless the context otherwise requires, the following definitions apply:

Buyer means the purchaser of the Goods under the contract to which these Conditions apply.
Company means Bravis Security Pty Ltd.
Contract Price means the agreed price payable under the contract, including GST.
Goods means the goods, items, materials, and/or services (or any combination of these) to be supplied
under the contract between the Buyer and the Company.

2. General

2.1

Any quotation is not an offer. No contract shall come into existence unless and until the Company has accepted in writing the Buyer’s signed official purchase order to supply the Goods specified in the quotation.

2.2

Any quotation provided by the Company is valid for a period of thirty (30) days from the quotation date, after which it may be subject to review.

2.3

If any express terms of the quotation are inconsistent with these Conditions, the express terms of the quotation shall prevail.

2.4

Not withstanding anything contained in any Buyer’s conditions of contract relating to any contract between the Buyer and the Company, the Company’s Conditions shall apply and take precedence over all other conditions.

2.5

Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by the Company may be corrected without liability on the part of the Company.

Illustrations, weights, measurements, performance capabilities, application suitability information, and other data set out in the Company’s sales literature are statements of opinion only. They are provided for information purposes and do not form part of the contract between the Buyer and the Company.

2.6

These Conditions contain the whole of the terms upon which the Goods are supplied, subject only to any express special terms or variations contained in the Company’s written quotation or acceptance of the Buyer’s signed official purchase order.

These Conditions constitute the entire agreement between the parties and supersede all previous communications and representations, whether oral or in writing.

3. Prices

3.1

The Company reserves the right, by giving notice to the Buyer at any time, to increase the Contract Price of the Goods to reflect any increase in cost to the Company arising from factors beyond its control.

Such factors may include, without limitation:

New or additional duties or government charges
Increases in labour costs
Foreign exchange fluctuations
Increases in material or manufacturing costs
Changes in delivery dates, quantities, or specifications requested by the Buyer
Unpredicted site or union requirements
Delays caused by instructions from the Buyer or failure by the Buyer to provide adequate information
Additional costs incurred in excavating unforeseen rock or underground obstructions discovered during the contract

3.2

If any money payable under the Contract is not paid when due, all outstanding amounts will incur an immediate administration charge of 1.5%.

In addition, the outstanding amount will bear interest at the rate of 5% per annum (simple interest), calculated from the due date until the date of payment.

Interest must be paid at the same time as the outstanding amount.

3.3

Under no circumstances is the Buyer entitled to withhold payment (or any part of it), nor raise any deduction, set-off, or counterclaim against the Contract Price in relation to the Contract.

3.4

All pricing is exclusive of GST unless otherwise stated. GST will be charged at the rate applicable at the time the Goods are supplied.

4. Payment

4.1

Where the total Contract Price is less than $20,000 (excluding GST), an invoice for 50% of the Contract Price will be issued upon acceptance.

Payment is due strictly within seven (7) days from the invoice date.

4.2

Where the Contract Price exceeds $20,000 (excluding GST), an invoice for 50% of the Contract Price will be issued upon acceptance by the Company of the Buyer’s signed official purchase order.

Payment of this invoice is due strictly within fourteen (14) days from the invoice date.

If payment is not received within fourteen (14) days, the Company reserves the right to cease all works under the contract until payment has been received.

Variation costs will apply (for projects outside the Brisbane/Gold Coast Metro Area) if work is ceased during the period until payment is received.

4.3

The remaining 50% of the Contract Price will be invoiced upon completion of the contractual scope of works.

Payment of this invoice is due strictly within fourteen (14) days from the invoice date.

If the contractual scope of works is delayed due to any factor beyond the control of the Company, the Company reserves the right to issue an invoice for the value of work performed to date.

5. Acceptance of Goods

5.1

Acceptance of the Goods delivered will be deemed to have occurred forty-eight (48) hours from the date of delivery.

This deemed acceptance applies unless the Buyer provides written notice to the Company within forty-eight (48) hours from the date of delivery.

6. Title

6.1

Notwithstanding delivery of the Goods, title (whether legal or equitable) in the Goods will not pass to the Buyer until the full Contract Price has been paid in full.

6.2

Where payment is made by cheque, payment will not be deemed to have been made until the cheque has been honoured upon presentation.

6.3

Until full payment has been made in accordance with this clause, the Buyer agrees to hold the Goods as bailee for the Company.

In the event that the Buyer defaults in making any payment required under the Contract, the Buyer must re-deliver the Goods to the Company.

6.4

If, notwithstanding the provisions of this clause, title in the Goods has passed to a third party, the proceeds of any sale of the Goods to that third party will be the property of the Company to the extent of the outstanding Contract Price.

7. Risk

7.1

Where delivery is included in the Contract Price, the Goods shall be at the Buyer’s risk from the time they are delivered to the agreed place of delivery.

7.2

Where delivery of the Goods is arranged by the Buyer, the Goods shall be at the Buyer’s risk from the time they are loaded at the Company’s collection point.

This applies notwithstanding that title and/or property in the Goods may not yet have passed to the Buyer.

The Buyer is responsible for arranging full insurance for the Goods from the time the Goods are at the Buyer’s risk.

The Company is not responsible for any loss, damage, or destruction of the Goods during transit or at any time while the Goods are at the Buyer’s risk.

8. Delivery

8.1

The place for delivery of the Goods shall be the location nominated by the Buyer in the Buyer’s official purchase order.

8.2

The Buyer is responsible for being present at the agreed place and time of delivery and for providing a suitable area for off-loading the Goods.

If the Buyer or the Buyer’s agent is not in attendance at the arranged time and location, or if a suitable area for off-loading is not available, the Company reserves the right to:

Off-load the Goods at the nearest suitable location.
In such case, the Company shall not be responsible for any
loss of or damage to the Goods arising thereafter.
Store the Goods at an alternative site at the Company’s discretion.
In such case, the Buyer shall be responsible for all costs associated
with the attempted delivery, storage, and any further delivery charges.

9. Time for Delivery

9.1

The Company does not warrant delivery of the Goods by any specific date and shall not be liable in damages or otherwise for any delay in delivery, regardless of the nature or cause of the delay.

9.2

If the Company has expressly agreed in writing to deliver the Goods by a particular date or within a specified timeframe, the Company will use its best endeavours to arrange delivery accordingly.

However, the Company shall not be responsible for delays or non-delivery caused by circumstances beyond its control, including but not limited to:

Acts of God
Explosion, flood, tempest, fire, or accident
War
Labour disputes, shortages, strikes, or lock-outs
Adverse site conditions
Unavailability of materials
Legislative prohibitions or restrictions
Any other cause beyond the control of the Company

In the event that delivery does not occur by the agreed date or within the agreed timeframe, the Company shall not be liable to the Buyer for any damages (whether liquidated or otherwise) payable by the Buyer under its contract or under any contract entered into with a third party in connection with the Goods.

9.3

The Buyer agrees that any stated delivery time is not of the essence of the Contract.

9.4

The Company will endeavour to comply with any reasonable request by the Buyer to postpone delivery, but is under no obligation to do so.

The Buyer remains obliged to take delivery as agreed under the Contract.

If postponement is agreed, the Buyer shall pay all costs and expenses arising from the delay, including reasonable storage charges and any increased delivery costs.

10. Warranty

10.1

For Goods supplied by the Company, the Buyer shall have the benefit of the manufacturer’s warranty from the date of invoice.

10.2

Subject to clause 10.4, a three (3) month warranty on labour is provided for Goods supplied by the Company, commencing on the date of installation.

Work performed under warranty will be carried out between 7:00am and 4:00pm, Monday to Friday, excluding public holidays.

Service charges will apply for all requests made outside these hours.

Parking and any other out of the ordinary travel costs (e.g. barge travel or travel more than two (2) hours from Brisbane CBD) are excluded from warranty and are to be paid by the customer at the nominated hourly rate.

10.3

Any warranty is negated and will not apply in the following circumstances:

Acts of God, explosion, flood, tempest, fire, accident, war, or terrorism.
Where the Goods are altered, tampered with, mistreated, or repaired by personnel
not authorised by the Company.
Where loss or damage is caused by interference by external factors (e.g. power surges)
or nature (e.g. ants and other animals).
Fair wear and tear.
Where the Goods are not used and maintained in accordance with the manufacturer’s instructions.

10.4

All items, products, and materials sold on a supply-only basis must be returned to the Company or its authorised representative for testing and repair or replacement under warranty.

The Buyer is responsible for transporting the items, products, or materials, and all freight costs are the responsibility of the Buyer.

Service and travel charges will apply for onsite testing, repair, and replacement of items, products, and materials sold on a supply-only basis.

10.5

Attending site or testing items, products, or materials sold on a supply-only basis at a location nominated by the Company for warranty claims will incur service charges where:

No fault is found; or
The cause of the fault negates the warranty.

Service charges will also apply where access to a site is denied for any reason beyond the Company’s control, and the Company or its representative has attended site for a warranty claim.

11. Force Majeure

11.1

The Company shall not be liable to the Buyer, nor be deemed to be in breach of the Contract, for any delay in performing or failure to perform any of its obligations in relation to the Goods where such delay or failure is due to causes beyond the Company’s reasonable control.

Such causes include, but are not limited to:

Acts of God, lightning strikes, earthquakes, floods, droughts, storms, mud slides, radioactive or chemical contamination, explosions, fires, other natural disasters, acts of war, terrorism, acts of public enemies, riots, civil commotion, malicious damage, sabotage, blockades, or revolutions.
Strikes, lockouts, industrial disputes or difficulties, labour disputes, work bans, pickets, or blockades.

12. Sub-Contractors

12.1

The Company is entitled to appoint one or more subcontractors to carry out all or any of its obligations under the Contract.

13. Cancellation

13.1

Cancellation of orders will not be accepted without the prior written consent of the Company.

If cancellation is approved, the Buyer must reimburse the Company for all costs and expenses incurred up to the time of cancellation.

The Buyer must also reimburse the Company for any loss of profits and any other loss or damage suffered as a result of the cancellation.

13.2

Non-stock items and specially manufactured items are non-returnable.

13.3

Where the Company agrees to accept Goods for return, a minimum re-stocking charge of twenty-five percent (25%) of the agreed price of the returned item will apply.

14. Default

14.1

Upon the occurrence of any one or more of the following events, the Company may exercise its rights under this clause:

The Buyer fails to make payment to the Company on the due date.
The Buyer refuses or neglects to take delivery of the Goods.
If the Buyer is a company:
- An administrator or liquidator is appointed over all or any of its assets;
- The Buyer enters into a scheme of arrangement for the benefit of its creditors;
- The Buyer resolves to be wound up or a petition for winding up is presented against it.
If the Buyer is an individual:
- An application is made for winding up;
- A bankruptcy petition is presented; or
- The Buyer petitions for bankruptcy.
The Buyer ceases, or threatens to cease, carrying on business.
The Buyer fails to comply with any obligation under the Contract.

In any of the above events, and without prejudice to any other right or remedy available to the Company, the Company may:

Terminate the Contract; or
Suspend any further deliveries under the Contract, without liability to the Buyer.

If the Goods have been delivered but not paid for, the full Contract Price shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

15. Confidentiality

15.1

Any quotation prepared by the Company, together with these Conditions and any other documentation related to the quotation, is strictly confidential.

The Buyer must not disclose, and must ensure that its representatives do not disclose, any of this information or provide copies to any other person or entity without the prior written approval of the Company.

16. Limitation of Liability

16.1

Any advice or recommendation given by the Company, its employees, or agents to the Buyer (or the Buyer’s employees or agents) regarding the storage, application, or use of the Goods that is not confirmed in writing by the Company is followed entirely at the Buyer’s own risk.

The Company shall not be liable for any such advice or recommendation that has not been confirmed in writing.

16.2

The Company accepts no liability of any kind where the Goods have been misused or damaged by any person in any manner following delivery.

16.3

It is the Buyer’s responsibility to provide the Company with accurate details and descriptions of all underground services at the site.

The Company accepts no responsibility or liability for damage to services where the Buyer has failed to provide such details, or where the details provided are inaccurate and damage occurs as a result.

16.4

The Company shall not be liable for any direct or indirect costs, losses, damages, expenses, or consequential loss relating to:

Damage to property;
Injury or loss to any person, firm, or company; or
Loss of profits or production, arising from any cause whatsoever, except to the extent that such damage, injury, or loss is caused by the Company’s negligence.

17. Indemnity and Release

17.1

The Buyer indemnifies the Company against any liability, claim, action, loss, damage, cost, or expense that the Company sustains or incurs arising out of, or in any way connected with, the performance of the Company’s obligations under the Contract.

17.2

The Buyer indemnifies the Company against all actions, claims, proceedings, demands, and costs (including the cost of defending any legal proceedings) relating to any infringement or alleged infringement of patent rights, registered designs, or similar protective rights.

This includes infringement arising from compliance with the Buyer’s instructions, requirements, or specifications, whether express or implied.

17.3

The Buyer releases the Company from any action or demand arising from damage, loss, injury, or death occurring at or near the site, except to the extent that such damage, loss, injury, or death is caused by the Company’s negligence.

18. Waiver

18.1

The failure of the Company at any time to:

Enforce or require strict observance of, or compliance with, any provision of the Contract; or
Exercise any election or discretion under the Contract, will not operate as a waiver of those provisions or of the Company’s rights (whether express or implied) arising under the Contract.

19. Severability

19.1

If any part of these Conditions becomes illegal, invalid, or unenforceable in any relevant jurisdiction, the legality, validity, and enforceability of the remaining provisions will not be affected.

In such circumstances, these Conditions will be read as if the invalid or unenforceable part had been deleted, but only in that jurisdiction.

20. Trade Practices Act 1974

20.1

Nothing in these Conditions shall be construed so as to exclude any conditions or warranties that are implied into a contract by the Trade Practices Act 1974 (Cth).

21. Jurisdiction

21.1

All Contracts between the Buyer and the Company shall be governed by the laws of Queensland, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Queensland.

22. Preventative Maintenance Contract

22.1

The Buyer is encouraged to contact the Company to arrange a preventative maintenance contract to ensure the ongoing reliability of the Goods.

23. Variation

23.1

The Company may vary these Conditions at any time by giving notice to the Buyer.

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Unit 4/14 Hook St, Capalaba, QLD 4157

07 3102 0724

sales@bravis.com.au

Terms & Conditions