Terms & Conditions | Green Plumbing

Green Plumbing Solutions & Green Heating Solutions – Terms and Conditions

Terms and Conditions

Thank you for requesting our goods or services, hiring us, or seeking a Quote from Green Plumbing Solutions Pty Ltd trading as Green Plumbing Solutions and Green Heating Solutions (we and us). These Terms and Conditions apply to our Quotes and/or to any Goods and/or Services we provide to you. The Quote (if any) and Terms and Conditions are together the Agreement, you and we are together the Parties and each a Party to these Terms and Conditions.

1. Acceptance

1.1 You accept this Agreement with us by the earlier of:
(a) instructing us (verbally or in writing) to proceed;

(b) confirming by email that you accept the Quote;

(d) making part or full payment of the Price.

1.2 This Agreement starts on the day that it is accepted, and continues until the date we have completed the provision of the Goods and/or Services to you (as reasonably determined by us), unless terminated earlier in accordance with its terms (Term).

2. Commencement and provision of good and services
2.1 We provide plumbing and heating services in Australia, and we hold and maintain public liability insurance to $20 million, in aggregate.
2.2 In consideration of your payment of the Price, we will provide the Goods and/or Services in accordance with this Agreement, ourselves or through our Personnel.
2.3 If this Agreement expresses a time within which the Goods and/or Services are to be provided, this is an estimate, and creates no obligation on us to provide the Goods and/or Services by that time.
2.4 We may amend the Goods, Services or Price at any time, by providing written notice to you. If you do not agree to any amendment made to the Goods, Services or Price, you may terminate this Agreement by giving us 30 days’ notice in writing, in which case, clause 13. 3 will apply.

3. Quote

3.1 If we provide a Quote to you, please note that the Quote may set out and define the following terms, which are referred to in these Terms and Conditions:
(a) Issue Date: the date of the Quote.
(b) To: you, the other Party.
(c) Site Address: The address where we will provide Goods and/or Services, unless agreed otherwise.
(d) Description: A description of the Goods and/or Services to be provided.
(e) Notes: These apply to the Quote and to any Goods and/or Services that we provide to you.
(f) Labour: The price of the Labour.
(g) Materials: The price of the Materials.
(h) Payment Terms: When and how payment must be made, including any deposit or commencement payments and progress payments.

4. Delivery of Goods

4.1 If this Agreement states that:
(a) we are responsible for delivering Goods to you, we will use reasonable endeavours to deliver the Goods to the agreed address by the agreed time, and you agree to pay any Delivery Costs; and

(b) you are responsible for collecting Goods from us, we will use reasonable endeavours to make the Goods available from the agreed address by the agreed time.

5. Variations

5.1 This Agreement constitutes a standing offer under which, during the Term, you may engage us to provide further Goods and/or Services.
5.2 You may request a variation to the Quote and/or Goods and/or Services (Variation Request).
5.3 We have the choice whether or not to accept and proceed with the Variation Request, and it we proceed with the variation (Variation), we will invoice you for the agreed amount or the Price of the additional Goods and/or Services.
5.4 If we consider that a instruction or direction from you constitutes a Variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been made, and accepted.
5.5 Where the Goods and/or Services are varied or changed, or the costs of providing the Goods and/or Services increases (Variation Event) and the cause of that Variation Event relates to, or is connected with, an event or circumstance (such as an increase in the price of Goods) beyond our reasonable control, you agree to pay us the additional costs and expenses that we may suffer or incur as result of the Variation Event, as a debt due and immediately payable.

6. Obligations and Payment

6.1 You agree to comply with this Agreement, our reasonable requests or requirements, all applicable Laws, and to provide the assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under this Agreement or at Law.
6.2 You agree to pay us:
(a) any Deposit;

(b) the balance of the Price;

(d) any other amount payable to us under this Agreement,

in accordance with the Payment Terms or as set out in the Invoice.

6.3 If you have not made a required payment, we may (at our absolute discretion):
(a) immediately cease providing the Goods and/or Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so; and/or

(b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms.

6.4 You will not be entitled to the Services, and title does not pass in the Goods, until all amounts under clause 6 have been paid in full.
6.5 You agree to provide us (and our Personnel) with unfettered access to the Site Address (and the facilities at the Site Address), and any other premises reasonably necessary for us to provide the Goods and/or Services, free from harm or risk to health or safety, at the times and on the dates requested by us and/or to enable us to comply with our obligations under this Agreement or at Law. You agree to pay us any additional costs that we may suffer or incur if you fail to do so, as a debt due and immediately payable to us.

7. Title, Risk, Lien and Security

7.1 Title to and risk in the Goods will pass to you on the date that you pay the Price in full, in accordance with this Agreement.
7.2 You agree that we hold a general lien over any Goods owned by us that are in your possession, for the satisfactory performance of your obligations under this Agreement.
7.3 You agree that this Agreement and your obligations under this Agreement create a registrable security interest in favour of us, and you consent to the security interest (and any other registrable interest created in connection with this Agreement) being registered on any relevant securities register (and you must do all things to enable us to do so).

8. Warranties

You represent, warrant and agree that:

(a) there are no legal restrictions preventing you from entering into this Agreement;

(b) all information and documentation that you provide to us is true, correct and complete;

(c) you have not relied on any representations or warranties made by us in relation to the Goods and/or Services (including as to whether the Goods and/or Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;

(d) you are not and have not been the subject of an Insolvency Event;

(e) if applicable, you hold a valid ABN which has been advised to us; and

(f) if applicable, you are registered for GST purposes.

9. Intellectual Property

9.1 As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;

(b) you own all Intellectual Property Rights in Your Materials, and

(c) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

10. Confidential Information

10.1 Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party;

(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and

(c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.

10.2 The obligations in clause 10. 1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;

(b) is authorised to be disclosed by the Disclosing Party;

(d) must be disclosed by Law or by a regulatory authority, including under subpoena.

10.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 10. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 10.
10.4 This clause 10 will survive the termination or expiry of this Agreement.

11. Australian Consumer Law

11.1 The Australian Consumer Law and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of the Goods and/or Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).
11.2 Our Goods and/or Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, you are entitled to cancel this Agreement with us and to a refund for the unused portion. For major failures with the Services, you are entitled to choose a refund or replacement. If a failure with the Goods or Services does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the Goods and to cancel the contract for the Services and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Goods or Services.
11.3 If the ACL applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. Our Liability for the Goods and/or Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement. Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and Services (including the Goods and/or Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.
11.4 This clause 11 will survive the termination or expiry of this Agreement.

12. Liability

12.1 We are not liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
(a) your or your Personnel’s acts or omissions;

(b) any use or application of the Goods and/or Services by a person or entity other than you, or other than as reasonably contemplated by this Agreement;

(c) any works, services, goods, materials or items which do not form part of the Goods and/or Services (as expressed in this Agreement), or which have not been provided by us;

(d) any Third Party Inputs;

(e) the storage of any uncollected or undelivered Goods, including any Liability for any loss, damage, spoilage or theft of or to those stored Goods;

(f) the Goods and/or Services being unavailable, or any delay in us providing the Goods and/or Services to you, for whatever reason; and/or

(g) any event outside of our reasonable control,

to the maximum extent permitted by law.

12.2 Neither Party will be liable for Consequential Loss. A Party’s liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel). Our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Goods and/or Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Goods and/or Services to which the Liability relates, to the maximum extent permitted by law.
12.3 This clause 12 will survive the termination or expiry of this Agreement.

13. Termination

13.1 We may terminate this Agreement at any time by giving 30 days’ notice in writing to you.
13.2 This Agreement will terminate immediately upon written notice by:
(a) us, if:

(1) you (or any of your Personnel) breach any provision of this Agreement and that breach has not been remedied within 10 Business Days of being notified by us;

(2) you fail to provide us with clear or timely instructions or information to enable us to provide the Goods and/or Services;

(3) for any other reason outside our control which has the effect of compromising our ability to provide the Goods and/or Services; or

(4) you are unable to pay your debts as they fall due; and

(b) you, if we are in breach of a material term of this Agreement, and that breach has not been remedied within 10 Business Days.

13.3 Upon expiry or termination of this Agreement:
(a) we will immediately cease providing the Goods and/or Services;

(b) you agree that any payments made by you to us are not refundable to you, and you are to pay for all Goods and/or Services provided prior to termination, including Goods and/or Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;

(c) pursuant to clauses 13. 2(a)(1), (2) or (4), you also agree to pay us our additional costs arising from, or in connection with, such termination;

(d) you agree to grant us such rights of access to any premises where the Goods are located to allow us (or our Personnel) to immediately recover or repossess any Goods belonging to us; and

(e) you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information, Our Materials, and our Intellectual Property, and/or documents containing or relating to our Confidential Information, Our Materials and our Intellectual Property.

13.4 We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.
13.5 This clause 13 will survive the termination or expiry of this Agreement.

14. GST

14.1 If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
14.2 If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
14.3 If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
14.4 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

15. General

15.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
15.2 Publicity: We can take and use photos of our Goods and/or Services. We may advertise or publicise the broad nature of our provision of the Goods and/or Services to you, including on our website or in our promotional material. You can specifically revoke permission, in writing (including by email) for this.

15.3 Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
15.4 Amendment: This Agreement may only be amended by written instrument executed by the Parties.
15.5 Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
15.6 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
15.7 Disputes: You may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with one of our senior representatives to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that meeting, we may refer the matter to a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking payment of an Invoice or injunctive or equitable relief from a court of appropriate jurisdiction.
15.8 Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
15.9 Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any circumstance beyond our reasonable control.
15.10 Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
15.11 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
15.12 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
15.13 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Agreement means the Quote and Terms and Conditions and documents attached to, or referred to in, each of them.

Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.

Confidential Information includes information which is disclosed to the Receiving Party in connection with this Agreement at any time; is prepared or produced under or in connection with this Agreement at any time; relates to the Disclosing Party’s business, assets or affairs; or relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Costs means the costs associated with the delivery or provision of the Goods and/or Services, including any insurance, customs, tariffs, duties or other such charges that may apply to the Goods and/or Services, and any agreed Expenses.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

Expenses means any disbursements, including travel and accommodation costs and third party costs, reasonably and directly incurred by us for the purpose of the provision of the Goods and/or Services.

Goods are the fixtures and fittings that we provide.

Insolvency Event means any of the following events or any analogous event:

(a) a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;

(b) a Party ceases, or threatens to cease, carrying on business;

(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;

(e) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or

(e) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not. Including in respect of Intellectual Property.

Invoice means our invoice for the Goods and/or Services provided.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Goods and/or Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth).

Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.

Price means the price of the Goods and/or Services provided, including as set out in any Quote, and including any agreed Variation.

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Services means the services that we provide, as set out in the Quote.

Site Address means the address set out in the Quote, or as notified by you.

Statutory Rights has the meaning given in clause 11.1.

Term means the term of this Agreement, commencing when this Agreement is accepted, and continues until the date we have completed the provision of the Goods and/or Services to you (as reasonably determined by us), unless earlier terminated in accordance with its terms.

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date and/or independently of this Agreement.

17. Interpretation

In this Agreement, unless the context otherwise requires a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time; a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time; a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time; a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally; and a reference to time is to local time in New South Wales.

For any questions or notices, please contact us at:

Green Plumbing Solutions Pty Ltd ABN 33 606 639 785, info@greenplumbingsolutions.com.au

Date: 30 April 2020