Terms and Conditions

1. TERMS AND CONDITIONS  

1. Currency: These general terms and conditions (Terms) apply to the supply of Goods and Services by the Company to you from the date that you accept these Terms. 

1. Acceptance: You accept these Terms when: 

1. you submit a Credit Application Form with the Company; 

1. you submit an Order or accept a Quote pursuant to clause 2; 

1. you accept the provision of any Goods or Services; 

1. you otherwise engage with the Company in relation to the provision of any Goods or Services; or 

1. you make Payment, or partial Payment, for any Goods or Services supplied by the Company. 

1. Additional conditions: Unless otherwise agreed by the Company in writing, the Company will not be bound by any term or condition (whether express or implied): 

1. included by you in an Order; 

1. written on or purported to be incorporated by you in a Quote, Invoice or these Terms. 

1. Priority: Any express terms of the Company on a Quote or Invoice have priority to these Terms.  

1. QUOTES & ORDERS 

1. Providing a Quote: The Company may provide to you, a Quote relating to the potential supply of Goods and/or Services, which may include the Price and scope of the Goods and/or Services proposed to be supplied by the Company and other relevant details as necessary. A Quote is only valid for 30 days (or such other period stated in the Quote) and may be withdrawn by the Company at any time. 

1. Accepting the Quote: You are taken to have accepted a Quote if you: 

1. sign the Quote;  

1. make payment to the Company for the Goods and/or Services proposed in the Quote; 

1. instruct the Company to provide the Goods and/or perform the Services in the Quote. 

1. Acknowledgment: You acknowledge that the Price, Goods and scope of the Services is based on the specifications, requirements or measurements provided by you. 

1. Placing an Order: You may request the supply of Goods and/or Services by submitting an Order to the Company. All Orders are subject to the Company’s review and the acceptance of the Company in writing in its absolute discretion. If the Company accepts your Order, it will issue an Invoice to you. If you place an Order, you agree to pay the Price for those Goods and/or Services and be subject to these Terms.  

1. PRICE 

1. Price: In consideration of the Company providing the Goods and/or Services (as applicable), you must pay the Company the Price and any other money due under this Agreement, which may be adjusted in accordance with these Terms.  

1. PAYMENT TERMS  

1. Invoice: Unless otherwise stated in a Quote, the Company shall submit an Invoice to you for the value of the Goods and/or Services provided by the Company.  

1. Payment: Unless otherwise stated in the Invoice, Payment by you to the Company shall be made: 

1. in respect of Goods, the earlier of: 

1. prior to the Company supplying the relevant Goods; and  

1. within 7 days from receipt of the Company’s Invoice; 

1. in respect of Services, within 7 days from the Company supplying the relevant Services, subject to any deposit required by Company (in its absolute discretion) prior to providing the Services; or 

1. if you have submitted a Credit Application Form with the Company, in accordance with the terms of that Credit Application Form. 

1. Overdue Payments: Without limiting any of the Company’s rights, the Company is entitled to charge interest on all amounts not paid by you, at the Default Interest Rate calculated and compounded on a daily basis on all amounts not paid on time until the date you make payment.  

1. Costs of enforcement: You agree to pay the Company for any reasonable costs the Company incurs in any attempt to collect or recover Payment of the Goods and/or Services (as applicable), including but not limited to any costs of any debt collector or solicitor (on an indemnity basis).  

1. Set Off: You are not entitled to set off any amounts owing or due to the Company. 

1. Payment Method: All Payments must be made in accordance with the method specified in the Company’s Invoice.  

1. PROVISION OF GOODS AND SERVICES 

1. Scope: The Company will supply the Goods and/or Services (as applicable) in accordance with the scope set out in the approved Order or pursuant to the Quote (as applicable).  

1. Performance: The Company shall: 

1. act professionally in the performance of the Services and exercise the degree of skill, care and diligence normally exercised by contractors performing services of a similar nature in Australia; and 

1. supply the Goods which will be of suitable standard for the purpose of which they are intended. 

1. Reliance on information: You acknowledge that the Company, in providing the Goods and/or Services:  

1. is entitled to rely upon; and 

1. makes no representation or warranty in relation to the sufficiency, accuracy, adequacy, or completeness of,  

any information provided to it by you. 

1. Force Majeure Event: If an event of force majeure or an act of god occurs that causes a delay to the supply of any Goods or Services under this Agreement, the Company will be entitled to an extension to the time to supply those Goods and Services that corresponds with the delay caused by the event of force majeure or act of god and the Company will notify you of the revised estimated completion or delivery date (as applicable). 

1. SITE 

1. Site Access: You: 

1. must provide the Company with safe access to the site(s) that the Company requires to supply the Goods and Services (as applicable) to you; and 

1. or your representative, must be present at the site when the Company supplies the Good and Services (as applicable) to you.  

1. Site Risk: You remain solely liable for ensuring the suitability of the site and assume all risk in relation to the provision of the Goods and Services at the site. It is your responsibility to ensure that the environmental conditions are appropriate for the Goods and/or Services.  

1. VARIATIONS 

1. Request for Variation: You may, by a request in writing to the Company, seek a variation to any approved Order or Quote. 

1. Discretion: At the Company’s sole discretion, the Company may refuse your request for a variation under clause 7.1. 

1. Cost of Variation: If the Company agrees to a variation, the cost of the variation and the change to the estimated completion or delivery date (as applicable) will be determined by the Company having regard to: 

1. the rates being derived from the Price set out in the Order or Quote (as applicable); and 

1. the Company’s standard rates and prices for its supply of the Goods and Services. 

1. DEFECTS 

1. This clause 8 is subject to clause 9 and any other statutory or legal right whether under these Terms or otherwise. 

1. Notification of defects: You must notify the Company in writing of any Defective Works within 7 days following the provision of the Goods and/or Services (as applicable).  

1. Rectify defects: The Company will rectify, at the Company’s cost, any Goods or Services that are confirmed by the Company (acting reasonably) to be Defective Works by either (at the Company’s election): 

1. repairing or rectifying the Defective Works; or 

1. replacing and redelivering (and if applicable, re-installing) the Defective Works to you. 

1. Exclusion of liability: The Company will have no liability under this clause 8 for any Defective Works where you fail to notify the Company within the period specified in clause 8.2 and the Company’s liability for the provision of Defective Works is limited to its rectification obligations in this clause 8.  

1. Excluded rights: All express or implied representations, conditions, statutory guarantees, warranties, and provisions (whether based on statute, common law or otherwise) including in respect of the fitness for use of the Goods or Services, relating to these Terms, that are not contained in it, are excluded to the fullest extent permitted by law. 

1. EXCLUSIONS & LIMITATIONS 

1. Limitations: The Company will not be liable for any Claim to the extent that it is caused or contributed to by: 

1. a breach by you of these Terms; 

1. any factors beyond the Company’s control; or 

1. any act or omission of you or your personnel.  

1. Indirect loss: Neither party will be liable for any special, indirect, consequential, or economic loss including loss of profits, loss of revenue, loss of production or loss of contract (in contract or tort or arising from any other cause of action) suffered by the other party.  

1. Total liability: To the extent permitted by law, the Company’s total liability to you for any Claim under or relating to this Agreement is limited to the amount set out in the Quote or approved Order, or if no amount is set out, to the total Price received by the Company in respect of the Goods and Services under this Agreement. 

1. Delays to Services: The Company will not be liable for any Claims in respect of any delays to any date of completion of the Goods and/or Services (as applicable). 

1. Conditions of Goods: To the fullest extent permitted by law, the Company will not be liable to replace any Goods where the Goods are defective due to: 

1. any contamination or leakages caused or induced by you; 

1. any misuse of the Goods by anybody other than the Company; or 

1. inadequate or improper storage or maintenance of the Goods. 

1. RISK & TITLE 

1. Subject to the PPSA: The provisions of this clause 10 are subject to the provisions of the PPSA and any security interest granted in the Goods. 

1. Passing of risk: The risk in the Goods shall pass to you upon the delivery of the Goods to your nominated address. 

1. Possession as bailee: If Payment has not been made prior to the Company supplying the Goods, until the full Payment has been made in full, you shall possess the Goods as bailee only. 

1. Title: The Company will retain absolute title over the Goods until the Company have received Payment in full in respect of the Goods and Services (if applicable).  

1. GST 

1. Prices exclusive of GST: Unless otherwise agreed, prices with respect to any taxable supply are exclusive of GST. 

1. GST payable in addition: You must pay to the Company all GST in addition to any other amounts payable by you to the Company, which will be payable by you when required to pay for the Goods and/or Services (as applicable). 

1. Issue of tax invoice: The Company will issue a tax invoice for any taxable supply to you, which will enable you, if permitted by the GST Law, to claim a credit for GST paid by you. 

1. Third party supplies: If GST is payable for a taxable supply by a third party, the Company will request that party to provide you with a tax invoice. 

1. TERMINATION  

1. Termination by You: You may terminate this Agreement or cancel an accepted Quote or approved Order (or any part of it) by notice in writing to the Company, if the Company: 

1. materially breaches these Terms and fails to remedy that breach within 14 days after receiving notice from you setting out that breach; or 

1. gives its written consent to such termination or cancellation, such consent may be withheld by the Company in its absolute discretion. 

1. Termination by Company: The Company may terminate this Agreement or cancel an accepted Quote or approved Order (or any part of it) by notice in writing if: 

1. you breach this Agreement and fail to remedy that breach within 48 hours following notice by the Company setting out that breach; or 

1. if a Default Event occurs.  

1. Effect of Termination: Without prejudice to any remedy at common law, if for any reason this Agreement is terminated, or an accepted Quote or approved Order is cancelled: 

1. all outstanding Invoices and any other money under this Agreement (including any interest if applicable) become immediately due and payable; and 

1. the Company shall be entitled to claim: 

1. the Price for Goods and/or Services performed, and accepted by you; 

1. the cost of all goods and services reasonably ordered by the Company for the purpose of providing the Goods and/or Services; and 

1. the costs actually and reasonably incurred by the Company as at the date of termination in the expectation of providing the entirety of the Goods and/or Services. 

1. GENERAL 

1. Notice: Any notice, request, consent, demand, or application required to be given by you or the Company to the other pursuant to this Agreement: 

1. must be in English and in writing; and 

1. must be either: 

1. delivered to the other party personally; or 

1. left at the address or sent by prepaid post addressed to the other party’s address; or 

1. sent by email addressed to the other party. 

1. Binding: This Agreement shall bind the party’s successors, administrators and permitted assigns and your executors and permitted assigns, or being a company, its successors, administrators and permitted assigns. 

1. Assignment: The Company may, upon providing written notice to you, assign, sub-contract or otherwise delegate the Company’s rights or obligations under this Agreement provided the assignee can carry out the obligations of the Company under this Agreement. You may not assign, sub-contract or otherwise delegate (including to a trustee holding on trust for your benefit) any of your rights or obligations under this Agreement without the Company’s prior written consent, which must not be unreasonably withheld. 

1. New Terms: The Company may amend these Terms from time to time in relation to the future supply of Goods and/or Services to you. If the Company amends these Terms:  

1. you will be given written notice if you are a customer of the Company at the relevant time; and 

1. unless otherwise agreed, they will apply to the supply of Goods and/or Services after you accept a Quote or place an Order under clause 2.  

1. Severability: Each clause in these Terms is severable and if any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect. 

1. No merger: These Terms do not merge on completion of the Goods and/or Services and termination of this Agreement and any provision of these Terms that are intended to survive termination will do so. 

1. Waiver: No failure, delay, relation, or indulgence in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy. 

1. Entire Agreement: These Terms, the Order and/or Quote (as applicable) constitute the entire agreement between the parties.  

1. Governing law: This Agreement shall be governed by the laws of the State of Western Australia. 

1. INTERPRETATION & DEFINITIONS 

1. Personal pronouns: Except where the context otherwise provides or requires, the terms you or your refers to the Customer. 

1. Defined terms: In these Terms, unless otherwise provided, the following terms shall have their meaning as specified: 

Agreement means these Terms, any Order and/or Quote (as applicable).  

Claim means any loss, damage, proceeding, claim, notice, action, or judgement whether based in contract, tort, statute or otherwise.  

Company means Nu nRg Technologies Pty Ltd trading as All Seasons Synthetic Turf ABN 79 146 364 749. 

Customer means any person or entity that places an Order with the Company or accepts a Quote.  

Credit Application Form means an application for credit with the Company. 

Default Event means any one of the following events: 

1. you fail to make any Payment within 7 days of the date that it is due; or 

1. an Insolvency Event occurs. 

Default Interest means interest at the rate of 10% per annum. 

Defective Works means the Goods and/or Services (as applicable) that do not, in any material respect, conform with the standards and specifications set out in the scope in the Quote or approved Order or such other standards and specifications agreed to or adopted by the parties. 

Goods means any goods to be provided to you by the Company set out in the Quote or approved Order as applicable. 

GST means a goods and services tax, or a similar value added tax, levied, or imposed by the GST Law. 

GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 

Insolvency Event means the occurrence of any of the following events in relation to a party: 

1. the party is (or states that they are) bankrupt (as defined by the Bankruptcy Act 1966 (Cth)); 

1. the party is (or states that they are) an insolvent under administration or insolvent (each as defined by the Corporations Act 2001); 

1. the party is taken (under section 459F of the Corporations Act) to have failed to comply with a statutory demand; 

1. the party has a receiver, manager, receiver and manager or a controller (each as defined in the Corporations Act) appointed in respect of its business or any of its assets; 

1. the party enters into (under section 435C(1) of the Corporations Act 2001) any form of administration; 

1. an application or order has been made, resolution passed, proposal put forward, or any other action taken which is preparatory to or could result in any of the things referred to above; or  

1. something having a substantially similar effect to any of the things referred to above happens in connection with the party under the law of any jurisdiction.  

Invoice means the invoice issued by the Company to you for the provision of the Goods and/or Services specified in the Quote or approved Order as applicable. 

Order means an order in writing for the supply of Goods and/or Services (as applicable) received by the Company.  

Payment means payment of any amount (including the Price) relating to the Goods and/or Services in accordance with these Terms. 

PPSA means the Personal Property Securities Act 2009 (Cth) as amended, including any regulations made pursuant to it. 

Price means the price or rates specified in the Quote or approved Order as applicable. 

Quote means a quotation by the Company for the provision of Goods and/or Services (as applicable) containing details as specified in clause 2.1. 

Services means any services to be provided to you by the Company set out in the Quote or approved Order as applicable. 

Terms means these general terms and conditions.