Terms and Conditions

Terms and Conditions

1. Definitions
1.1 “Seller” shall mean eGarageSystems its successors and assigns or any person acting on behalf of and with the authority of eGarageSystems.
1.2 “Customer” shall mean the Customer or any person acting on behalf of and with the authority of the Customer.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall mean Goods supplied by the Seller to the Customer (and where the context so permits shall include any supply of Services as
hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Seller to the Customer
1.5 “Services” shall mean all services supplied by the Seller to the Customer and includes any advice or recommendations (and where the context so
permits shall include any supply of Goods as defined above).
1.6 “Price” shall mean the cost of the Goods as agreed between the Seller and the Customer subject to clause 3 of this contract.

2. Acceptance
2.1 Any instructions received by the Seller from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by the Seller
shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written
consent of the Seller.
2.4 The Customer undertakes to give the Seller at least fourteen (14) days notice of any change in the Customer’s name, address and/or any other
change in the Customer’s details.
2.5 The Goods shall be deemed to be in production immediately the Seller receives a deposit, a signed purchase order or any other signed
documentation ordering the Goods. Once the Goods are in production no variation(s) to the specifications will be accepted by the Seller.

3. Price And Payment
3.1 At the Seller’s sole discretion the Price shall be either;
(a) as indicated on invoices provided by the Seller to the Customer in respect of Goods supplied; or
(b) the Seller’s quoted Price (subject to clause 3.2) which shall be binding upon the Seller provided that the Customer shall accept the Seller’s
quotation in writing within thirty (30) days.
3.2 The Seller reserves the right to change the Price in the event of a variation to the Seller’s quotation.
3.3 At the Seller’s sole discretion a deposit may be required. Once the deposit has been paid to the Seller it shall be deemed that the Goods are in
production and the deposit shall immediately become non-refundable.
3.4 Quotations are made on the basis that electric power is readily available at the site for use by the Seller. In the event that electric power is not
available the Price shall be increased by the reasonable cost of the Seller obtaining electric power for the purpose of installing the Goods.
3.5 Where “Behind Lintel” installations are used a gap may be left between the face of the door and the back of the lintel, which will be filled only if the
client requests it and pays an additional charge.
3.6 Where “Jambs” or “Headers” are fitted or there is irregular brickwork etc the Price does not allow for filling gaps left between them.
3.7 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall
be due thirty (30) days following the date of the invoice.
3.8 Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Customer and
the Seller.
3.9 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Delivery Of Goods
4.1 At the Seller’s sole discretion delivery of the Goods shall take place when;
(a) the Customer takes possession of the Goods at the Seller’s address; or
(b) the Customer takes possession of the Goods at the Customer’s address; or
(c) the Customer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer’s agent.
4.2 At the Seller’s sole discretion the costs of delivery are;
(a) included in the Price, or
(b) in addition to the Price, or
(c) for the Customer’s account.
4.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the
Customer is unable to take delivery of the Goods as arranged then the Seller shall be entitled to charge a reasonable fee for redelivery.
4.4 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
4.5 The Seller shall not be responsible for any damage (whether to electrical wiring, plumbing, masonry, rendered surfaces or otherwise) caused by or
sustained during delivery or installation of the Goods.
4.6 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
4.7 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.

5. Risk
5.1 If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all
insurance proceeds payable for the Goods. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to
receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.

6. Title
6.1 It is the intention of the Seller and agreed by the Customer that ownership of the Goods shall not pass until:
(a) the Customer has paid all amounts owing for the particular Goods, and
(b) the Customer has met all other obligations due by the Customer to the Seller in respect of all contracts between the Seller and the Customer.
6.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured,
cleared or recognised and until then the Seller’s ownership or rights in respect of the Goods shall continue.
6.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment and all other obligations of the
Customer are met; and
(b) until such time as ownership of the Goods shall pass from the Seller to the Customer the Seller may give notice in writing to the Customer to
return the Goods or any of them to the Seller. Upon such notice the rights of the Customer to obtain ownership or any other interest in the
Goods shall cease; and
(c) the Seller shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d) if the Customer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned,
occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the
Goods; and
(e) the Customer is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Customer shall
Terms and Conditions
(e) the Customer is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Customer shall
hold any proceeds from the sale or disposal of the Goods on trust for the Seller; and
(f) the Customer shall not deal with the money of the Seller in any way which may be adverse to the Seller; and
(g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of
the Seller; and
(h) the Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to
the Customer; and
(i) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the
Seller will be the owner of the end products.

7. Customer’s Disclaimer
7.1 The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any
misrepresentation made to the Customer by the Seller and the Customer acknowledges that the Goods are bought relying solely upon the
Customer’s skill and judgement.

8. Defects
8.1 The Customer shall inspect the Goods on delivery and shall within twenty-four (24) hours notify the Seller of any alleged defect, shortage in quantity,
damage or failure to comply with the description or quote. The Customer shall afford the Seller an opportunity to inspect the Goods within a
reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these
provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Seller has agreed in writing that the
Customer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Goods or repairing the Goods.
8.2 The Seller reserves the right:
(a) to vary the design of the Goods to provide improvement in design, installation or use; and
(b) to use touch-up paint to repair any small marks or scratches on colorbond or woodgrain doors.
8.3 Any damage must be visible to the naked eye from a distance of no less than three (3) metres before the Seller will undertake any repairs or door
replacement.
8.4 Unless otherwise stated doors will be made to square to sizes computed, and fitted to give the best appearance as determined by the Seller.

9. Customer’s Obligations
9.1 The Customer shall be responsible for obtaining any permits that may be necessary for the Services quoted.
9.2 Timber faced doors must be properly prepared and sealed on both sides in a professional manner by the Customer within 24 hours of installation.
Timber jambs are supplied unpainted.
9.3 Where a remote control unit is installed the tracks in which the doors run in, must be cleaned on a regular basis i.e. every month with silicone,
sprayed into the tracks and wiped out with a clean rag. This eliminates grime build-up on the doors stripping, and makes the door run more easily.
This is the Customer’s responsibility and is a condition of the warranty.

10. Warranty
10.1 Subject to the conditions of warranty set out in Clause 11.2 the Seller warrants that if any defect in any workmanship of the Seller becomes apparent
and is reported to the Seller, within twelve (12) months with respect to the installation of new garage doors, and within three (3) months with respect
to repairs and servicing, of the date of delivery (time being of the essence) then the Seller will either (at the Seller’s sole discretion) repair the defect
or remedy the workmanship.
10.2 The conditions applicable to the warranty given by Clause 11.1 are:
(a) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) Failure on the part of the Customer to properly maintain any Goods; or
(ii) Failure on the part of the Customer to follow any instructions or guidelines provided by the Seller; or
(iii) Any use of any Goods otherwise than for any application specified on a quote or order form; or
(iv) The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or
user; or
(v) Fair wear and tear, any accident or act of God.
(b) The warranty shall cease and the Seller shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is
repaired, altered or overhauled without the Seller’s consent.
(c) In respect of all claims the Seller shall not be liable to compensate the Customer for any delay in either replacing or repairing the
workmanship/Goods or in properly assessing the Customer’s claim.
10.3 For Goods not manufactured by the Seller, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Seller shall
not be bound by nor responsible for any term, condition, representation or warranty given by the manufacturer of the Goods.

11. The Commonwealth Trade Practices Act 1974 and Fair Trading Acts
11.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Commonwealth Trade Practices Act
1974 or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.

12. Intellectual Property
12.1 Where the Seller has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings shall remain vested in the
Seller, and shall only be used by the Customer at the Seller’s discretion.
12.2 The Customer warrants that all designs or instructions to the Seller will not cause the Seller to infringe any patent, registered design or trademark in
the execution of the Customer’s order.

13. Default & Consequences Of Default
13.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar
month and such interest shall compound monthly at such a rate after as well as before any judgement.
13.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Seller from and against all costs and disbursements
incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.
13.3 Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to
payment), the Seller may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions.
The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller exercised its rights under this clause.
13.4 If any account remains overdue after thirty (30) days then an amount of the greater of $20.00 or 10.00% of the amount overdue (up to a maximum of
$200) shall be levied for administration fees which sum shall become immediately due and payable.
13.5 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains
unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Seller shall, whether or not due for payment,
become immediately payable in the event that:
(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to meet its payments as they fall due;
or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an
assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

14. Security And Charge
14.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:
(a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer
and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the
Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer
and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat,
which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
(b) should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall
indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) the Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Seller or the Seller’s nominee as the
Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 15.1.

15. Cancellation
15.1 The Seller may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. On
giving such notice the Seller shall repay to the Customer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage
whatever arising from such cancellation.
15.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Seller (including, but not limited to,
any loss of profits) up to the time of cancellation.
15.3 Goods made to special order or Customer specification are under no circumstances acceptable for credit or return. Cancellation of such orders will
definitely not be accepted, once these orders are in production.

16. Privacy Act 1988
16.1 The Customer and/or the Guarantor/s agree for the Seller to obtain from a credit reporting agency a credit report containing personal credit
information about the Customer and Guarantor/s in relation to credit provided by the Seller.
16.2 The Customer and/or the Guarantor/s agree that the Seller may exchange information about the Customer and the Guarantor/s with those credit
providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following
purposes:
(a) to assess an application by Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit
providers; and/or
(d) to assess the credit worthiness of Customer and/or Guarantor/s.
16.3 The Customer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h)
Privacy Act 1988).
16.4 The Customer agrees that personal credit information provided may be used and retained by the Seller for the following purposes and for other
purposes as shall be agreed between the Customer and Seller or required by law from time to time:
(a) provision of Goods; and/or
(b) marketing of Goods by the Seller, its agents or distributors in relation to the Goods; and/or
(c) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to provision of Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Customer; and/or
(e) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the
Goods.
16.5 The Seller may give information about the Customer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Customer; and/or
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.

17. Unpaid Seller’s Rights
17.1 Where the Customer has left any item with Seller for repair, modification, exchange or for the Seller to perform any other Service in relation to the
item and Seller has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Seller shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while the Seller is in possession of the item;
(c) a right to sell the item,
17.2 The lien of the Seller shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.

18. General
18.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the
remaining provisions shall not be affected, prejudiced or impaired.
18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria and are subject to the jurisdiction of the
courts of Victoria.
18.3 The Seller shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer
arising out of a breach by the Seller of these terms and conditions.
18.4 In the event of any breach of this contract by the Seller the remedies of the Customer shall be limited to damages. Under no circumstances shall the
liability of the Seller exceed the Price of the Goods.
18.5 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Seller.
18.6 The Seller may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
18.7 The Seller reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms
and conditions, then that change will take effect from the date on which the Seller notifies the Customer of such change.
18.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or
other event beyond the reasonable control of either party.

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