Terms and Conditions
OUTECH PTY LTD – General Terms and Conditions of Supply
1. QUOTES
(a) All quotations issued by Outech are subject to these conditions. Outech reserves the right to vary or rescind quotations at any time prior to the Client placing an order the subject of such quotation unless the parties agree to lock the quotation in for a period of time.
(b) An up to date copy of these conditions is available on request and via Outech’s website. Except where a quotation has been accepted, the Client accepts that it will be bound by the conditions published on the website from time to time and the Client is encouraged to check the published to stay abreast of the latest edition.
(c) Unless specified otherwise, Goods and Services Tax has not been included in the quoted contract price however Outech is registered for GST and will issue tax invoices.
(d) Non-compliant or faulty electrical work. Outech too often comes across electrical which does not meet code requirements. Ordinarily Outech will not be able to proceed with or finalise the order without bringing the electrics up to legal compliance in which case there will be an additional cost to the Client. If the Client cancels at this point clause 3 shall apply. Outech may also be required to report to its regulator DMIRS.
2. ORDERS
(a) When Outech receives an order from the Client to proceed with a supply, then it is agreed, understood and relied upon that the Client accepts these supply conditions.
(b) Together with placement of an order the Client must pay Outech a deposit of at least 50% of the quoted fee (the “Deposit”). The Deposit is not required to be placed in an interest bearing account.
(c) The Client acknowledges that Outech provides customised power solutions to its clients. Each order is tailored to the specific needs of each Client with components specially ordered and/or fabricated. Accordingly, customised solutions, such as, but not limited to, drawer systems, power boards, power boxes, housing boxes and so on must be paid in full upon confirmation of work order and any cancellation by the Client will come at a cost because some parts of the Product cannot be restocked and cannot even be restocked with payment of a restocking fee. That is why payment of the Deposit is important to facilitate Outech’s services.
(d) Where a quote includes a unique custom solution plus additional works, the deposit will consist of 100% unique custom solution and 50% of the balance of the additional works.
(e) Outech reserves the right to halt work, refuse supply and/or remove Product in lieu of overdue payments or concerns with the Client’s credit worthiness.
3. CANCELLATIONS
(a) General. If the Client cancels an order then Outech shall be entitled to recoup its costs expended and for compensation. Ordinarily a Deposit of 50% would only cover Outech’s costs and losses of a cancelled order.
(b) Cancellation of non-customised orders. (i) In the event of the Client cancelling the job at least 45 days prior to the original scheduled job date, Outech will ordinarily be able to refund the 90% of the deposit. (ii) In the event of the Client cancelling the job less than 45 days prior to the original scheduled job date, Outech will ordinarily be able to refund the 80% of the deposit.
(c) Cancellation of customised jobs. Outech can not offer a refund on made-to-order jobs once Outech has processed the order.
(d) Rescheduling. Due to the high demand for Outech’s services, and having a limited number of installation bays, scheduling for Outech’s services must be carefully controlled and calendared. Cancellations or rescheduling impact the Outech team due to lost work opportunities and gaps in the work schedules. Accordingly, the Client agrees that if the Client reschedules more than 45 days from scheduled date of job an additional deposit of 10% of the total service order is required to secure reschedule and upon 45 days prior to the scheduled date payment in full will be required to confirm the scheduled date.
4. PAYMENT AND CREDIT
(a) The Client agrees that it has no right to credit or to a credit facility (“credit”) from Outech. The granting of any credit including agreeing to proceed with an order with less than a 100% deposit will be at Outech’s discretion. Should credit be granted it will be on these terms and conditions or as specifically advised by Outech.
(b) Outech may require cash paid in advance, COD terms or a credit card, bank guarantee or other security be provided to recover or secure any order, expense, cost, loss or damage. Where the Client is a company Outech may require guarantees from the Client’s directors or shareholders on usual commercial terms.
(c) Outech may vary or revoke the terms and conditions of any credit from time to time at any time, at Outech’s discretion. Any such variation or revocation will take effect from the date such variation or revocation is communicated to the Client.
(d) The Client acknowledges that Outech or through associates may perform credit check(s) to ascertain the Client’s credit worthiness. Outech may refuse any order and may refuse to proceed with any order should the Client’s credit worthiness or trade references be of concern to Outech and particularly where Outech considers the Client may not be able to pay its debts as and when they fall due.
5. CREDIT, CHARGE OR DEBIT CARDS
(a) Outech may require a credit or similar card (“Card”) as security for works or the manufacture or supply of Product and if so, the following provisions shall apply. Outech may draw a security deposit prior to commencement or require the Client to reserve a sum in the account which may be drawn upon. The deposit drawn or the sum to be withheld will be specified at the time of quotation or placement of the order.
(b) Similar to (a) above, if the Client presents a Card it authorises Outech to reserve credit with, or obtain an authorisation from the Card issuer (or draw upon the Card) up to an amount equal to the expected cost of the Product and services.
(c) The Client hereby irrevocably authorises Outech to charge or draw upon the Card (or any cash deposit) to recover or secure any loss, cost or damage pursuant to this agreement. If Outech charges the Card to cover an indemnity or loss, cost or damage then Outech shall notify the Client of the amount charged and provide details of Outech’s claim. If the Client disputes any amount drawn it must respond in writing within 21 days of receiving Outech’s notice.
(d) The Card may be charged within 60 days after the services or Product have been provided, notwithstanding that any particular charge or amount of damages could have been but was not charged when the services were completed.
(e) If the Client provides a cash deposit in lieu of a card or as part security for this agreement Outech will reimburse any unused cash deposit by way of electronic transfer of funds within 10 business days to the account notified by the Client.
6. DELIVERY AND TRANSPORT
(a) Unless agreed otherwise, delivery shall be at the cost of the Client including any quarantine or other special requirements.
(b) Where the Client is responsible for transport, delivery is complete when the Product or Vehicle is made available for collection. Where Outech is responsible for transport then delivery is deemed complete when delivered to Site.
(c) Outech shall not be liable for delays in delivery.
(d) Within 72 hours of delivery the Client must give written notice of any claim that the Product is not in accordance with what was ordered giving full particulars of such non-compliance or any damage including colour photos. Failure to provide this notice means the Product is deemed to have been accepted by the Client except for a fault not ascertainable by reasonable examination.
7. SERVICING, REPAIR, MAINTENANCE & LABOUR
(a) Outech may accept orders to service or maintain tools, plant or equipment owned (or leased) by the Client and/or supply people to perform services for or on behalf of Clients. Unless excluded by the context these terms and conditions shall apply to the supply.
(b) Unless otherwise agreed or contained in the quotation, the Client shall pay all reasonable costs of travel, accommodation, messing, site specific inductions, mobilization and demobilization.
(c) Outech shall use suitably qualified workers; and, obtain or maintain all the necessary licences and permits.
(d) Outech will be responsible for the payment of the labour, related taxes, entitlements, superannuation and insurances.
(e) The parties shall keep accurate records in respect of the provision of the Product or services.
8. WARRANTY
(a) All Products are covered by the applicable manufacturer’s warranty or as provided by trade practices law only. To the extent permitted by law, all implied warranties and conditions are excluded and/or modified by these conditions.
(b) General. This warranty only covers labour costs necessary for the completed works to be placed in a standard of reasonable performance and shall be covered by Outech during its normal working hours. The warranty does not cover anything caused or contributed to by: misuse or neglect by the Client; work performed by anyone other than Outech’s authorised representative; inclement weather and any resultant damage, breakage, equipment failure, and such; rust or oxidisation of metal.
(c) No party shall claim for consequential losses against the other.
9. SECURITY FOR PAYMENT
(a) Retention of Title. Risk passes on delivery but title in Products does not pass to the Client until Outech has been paid in full for the relevant order. Pending payment the Client will hold the Product as the fiduciary agent and bailee and may only resell in that capacity.
(b) Sale by the Client. In the event that the Client uses the Product in some manufacturing process or on-sells the Vehicle, the Client will hold such part of the proceeds of such process as relates to the Product or sale in trust for Outech. Such part will be deemed to equal in dollar terms the amount owing by the Client to Outech at the time of the receipt of such proceeds.
(c) Seller’s lien. If Outech is unpaid and is in possession of the Product Outech is entitled to retain possession until payment or tender of the price: (i) Where the Product has been sold without any stipulation as to credit. (ii) Where the Product has been sold on credit, but the term of credit has expired or has been revoked by Outech. (iii) Where the Client becomes insolvent, bankrupt or is unable to pay its debts when they fall due. Outech may exercise its right of lien notwithstanding that it is in possession of the Product as agent, bailee or custodier for the Client.
(d) Part delivery and lien. Where Outech has made part delivery of the Product and remains unpaid, Outech may exercise its right of lien or retention on the remainder.
10. PERSONAL PROPERTY SECURITIES ACT (“PPSA”)
(a) The Client and Guarantor as joint and several grantor (“Grantor”) grants to Outech as grantee/secured party (“Grantee”) a Security Interest in the Product and over the Vehicle and any deposit, promise to pay, card authority, reservation on a credit card, bank guarantee, or other security granted pursuant to this agreement. Outech may protect its interest by making one or more PPSR registrations until Outech has been fully paid.
(b) To the extent permitted by law, the following sections in the PPSA will not apply to this agreement and the Grantor hereby waives all rights arising under those sections: ss92-93 (damage to goods); s94 (refusal of permission to remove accession); s95 (notice of removal of accession - to the extent that it requires the Grantee to give a notice to the Grantor); s97 (Court order about removal); s118 (enforcing security interests in accordance with land law decisions); s121 (enforcement of liquid assets); s130 (notice of disposal to the extent that it requires the Grantee to give a notice to the Grantor); s132(3)(d) and (4); s134(1); s135 (notice of retention); s137; s140; s142 (redemption of collateral); s157 (Privacy Act notice).
(c) The Grantor hereby agrees to do everything reasonably required to be done to ensure that each Security Interest granted is enforceable, perfected and effective and continues to be so.
11. DEFAULT IN PAYMENTS
(a) The Client’s outstanding payments shall incur interest at 20% per annum calculated daily and compounded monthly.
(b) The Client hereby agrees to indemnify and keep indemnified Outech from and against any loss, damage, cost, expense or claim arising from any breach or default of the Client’s obligations including interest and full out of pocket legal costs.
(c) Nothing herein contained shall affect or become merged with any other security which Outech now or may hereafter hold in respect of the Money Hereby Secured or any claim or demand which Outech now has or may hereafter have against any other person or surety or otherwise. This security: (i) will be a continuing security until a final discharge has been given to the Client; and, (ii) with not merge with any judgment which Outech may obtain.
(d) If the Client defaults in payment or in the observance or performance of any of the Client's obligations all Outech's powers may be exercised by Outech without notice and without proof of the default or its continuance.
(e) Where payment is overdue, Outech is authorised to enter onto any premises for the purpose of decommissioning or reclaiming possession of any Product.
(f) Any costs incurred by Outech in reclaiming or decommissioning any Product, including the costs of making good any damage to 3rd party property, are to be costs indemnified to Outech by the Client.
12. MISCELLANEOUS
(a) If any provision of these conditions is found to be legally ineffective only that particular provision or part so found and not the entire agreement shall be inoperative.
(b) Any person who signs these conditions on behalf of the Client warrants that it has the power to bind the Client.
(c) This agreement may consist of a number of counterparts which may be exchanged by fax, email or other means.
(d) Outech’s consents or waivers or agreed contract variations must be in writing or evidenced in writing.
(e) Notices must be written in english and signed by an authorised person. Notices received after 4pm or on a non business day, will be deemed received at 9am on the next business day.
(f) The person placing the order is the Guarantor and their obligations under this Guarantee will be principal obligations co-extensive with those of the Client and the Guarantee is a continuing guarantee for all debts of the Client to Outech in respect of all supplies to the Client.
(g) In order to be discharged of an obligation to pay the Moneys Hereby Secured must be fully paid and not clawed back in the course of an insolvency or bankruptcy.
13. DEFINITIONS
business day means any Monday to Friday in Western Australia but not a Public Holiday.
Client means the person/entity ordering Product or any person/entity acting with the Client’s apparent or implied authority.
Money Hereby Secured means the aggregate or, any part of the money owing by the Client under this agreement.
Outech means Outech Pty Ltd (A.B.N. 84 637 846 890) and its officers, employees, servants, contractors and agents.
PPSA is reference to the Personal Property Securities Act 2009 (Cth) and PPSR is a reference to the register established and maintained pursuant to that Act.
Product and Products means the plant, equipment, goods and/or services, including provision of labour, supplied or to be supplied by Outech and includes raw materials and other components which are to be manufactured, fabricated, machined or otherwise applied towards becoming a final product.
Site means the delivery address nominated by the Client and where the Client is arranging collection the point of collection.
Vehicle refers to the van, vehicle or other thing in or on which the Product is installed.
14. INTERPRETATION
(a) In these conditions unless the context requires otherwise: (i) the singular includes the plural and vice versa; (ii) representations, obligations or warranties, by more than one person are joint and several; (iii) a reference to a party includes their successors or assigns.
(b) References to these conditions or to this agreement refers to this document and such additional conditions as incorporated by this document or a quotation.
(c) Unless the context other requires words and phrases defined in the PPSA shall have the same meaning here.
15. CONTACT INFORMATION
Questions about these Terms and Conditions should be sent to us by filling out the form on our ‘Contact Us’ page.