1. Definitions
Agreement means the terms and conditions contained herein this agreement, the Application Form and the Quote;
Application Form means the application form provided by the Supplier;
Authorised Representative means the person nominated on the Application Form and any other person as nominated by
the Customer from time to time;
Customer means the applicant named on the Application Form;
Goods means any and all goods supplied by the Supplier to the Customer from time to time pursuant to the Job Order Form,
Quote, Tax Invoice or any variation thereof;
Job Order Form means the job order request provided by Customer to the Supplier from time to time by means acceptable
to the Supplier;
Purchase Price means the costs of the Services as at the date of this Agreement and stated on the Quote as varied from time
to time by the Supplier;
Supplier means SEQ Data & Electrical Pty Ltd ACN 615750457;
Quote means the Supplier’s quote provided to the Customer for the Services and/or Goods related to the work/supply noted
on the Job Order Form;
Services means any goods or services supplied by the Supplier to the Customer from time to time that relate to any work or
service contemplated by this Agreement and the Quote;
Substantial Change means any variation to Quote that may in any way effect the scope of Services and/or Goods to be
provided as determined by the Supplier; and
Tax Invoice means the tax invoice supplied by the Supplier to the Customer.
2. Acceptance of Terms and Conditions
2.1 These terms and conditions and the Quote are deemed to be accepted by the Customer upon either of the following
events occurring:
a) the Application Form is signed by the Customer or their Authorised Representative ; or
b) the Customer instructs the Supplier to supply the Services and/or Goods.
2.2 Upon acceptance pursuant to this clause the Customer must execute and return the Personal Guarantee Deed and
Privacy Notice prior to the Supplier providing the Services and/or Goods, unless the Supplier agrees otherwise.
3. Authority
3.1 The Customer acknowledges that the Supplier or any representative thereof has not made any representation or
agreement whereby the Customer has relied upon.
3.2 If any representation or agreements have been made by the Supplier or any representative thereof, the Customer
agrees that they have not relied upon them and this Agreement forms the entire agreement between the parties.
4. Price
4.1 The price payable for the Services and/or Goods is the Purchase Price.
4.2 Prices are subject to change from time to time by the Supplier with no notice being required to be given to the
4.3 Prices are current as at the date that the Application Form is signed by the Customer.
4.4 The Purchase Price contained in the Quote remains valid for a period of 30 days from the date that it is provided to the
5. Terms of Payment
5.1 All payments to the Supplier:
a) must be made by direct deposit into the Supplier’s nominated bank account or via credit card;
b) must be made within 7 days of the date as noted on the Tax Invoice or as otherwise directed by the Supplier; and
c) must be made in the manner as stated on the Tax Invoice.
5.2 The Supplier reserves the right at any time to withhold or cancel the supply of the Services and/or Goods any time,
without notice, if the Customer fails to comply with the terms of this Agreement.
5.3 The Supplier may withhold access to and delivery of any Goods or performance of any Services until clear payment is
6. Delivery of Services & Goods and Variation
6.1 The Customer must provide the Job Order Form to the Supplier prior to any Services being undertaken or Goods being
6.2 The Services and/or Goods that the Supplier is to supply are limited to the Services and/or Goods as noted on the Quote.
6.3 The Supplier will contact the Customer to arrange for a date for the Services and/or Goods to be provided, which shall
be no more than 5 business days from clause 2 being satisfied, unless otherwise agreed.
6.4 The Supplier may refuse to supply Services and/or Goods to the Customer in the event that monies owed to the
Supplier by the Customer are outstanding.
6.5 At the Suppliers’ sole discretion, the costs of delivery of any Goods are in addition to the Purchase Price or for the
Customer’s account.
6.6 The delivery times made know to the Customer are estimates only and the Supplier will not be liable for later delivery or
non-delivery of the Goods or Services.
6.7 The Customer must make all arrangements necessary to take delivery of the Goods or Services whenever they are
tendered for delivery.
6.8 In the event that the Customer is unable to take delivery of the Goods or Services as arranged then the Supplier shall be
entitled to charge a reasonable fee for re-delivery.
6.9 The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid in
accordance with the provisions in this Agreement.
6.10 The Customer must examine the Goods delivered at the time of delivery and sign the delivery docket to accept the
Goods delivered.
6.11 The Supplier is not liable to the Customer for Goods that have been examined and accepted by the Customer or for
shortages of Goods.
6.12 The Customer agrees that once the Goods have been delivered then the Customer is deemed to have examined the
Goods and is satisfied.
6.13 Despite any negligence on the part of the Supplier, or its agents, the Supplier will not be liable for any loss, damage,
delay, cost or expense occasioned to the Customer or any third parties arising from late or non-delivery or late
installation of the Goods or Services caused by the delivery carrier, or its agents.
6.14 The Services and/or Goods that the Supplier will provide to the Customer are limited to those Services and/or Goods as
contained in the Quote and any additional Services and/or Goods or variations thereof that may be required may incur
an additional fee which shall be determined by the Supplier upon assessment.
6.15 The Customer must notify the Supplier of any Substantial Change and acknowledges that any Substantial Change may
affect the scope of Services and/or Goods to be provided and may incur an additional fee.
6.16 The Supplier will attempt, in all possible circumstances, to limit the Supplier’s downtime in the performance of Services
and supply of the Goods.
6.17 The Supplier will, on becoming aware of any actual or potential delay in providing any Services and/or Goods, provide
the Customer with notice as to the nature and cause of the delay and provide an amended timeframe for the Services
and/or Goods to be supplied.
6.18 The Supplier is not liable to the Customer for any failure to perform or supply the Services and/or Goods, or delay for
performing of supplying the Services and/or Goods.
6.19 The Customer further agrees to indemnify the Supplier for any additional cost incurred by the Supplier in the event that
the Services and/or Goods to be provided fall outside the scope of work to be performed or supplied pursuant to the
7. Defective Goods
7.1 The Customer will, within seven (7) days of delivery of the Goods, notify the Supplier, in writing, of any defects.
7.2 Upon it notifying the Supplier of such defect, the Customer, within a reasonable time, will afford the Supplier an
opportunity to inquire in regards to the defect.
7.3 Subsequent to the Supplier’s inspection of the alleged defective Goods/Services, the Supplier will notify the Customer
in writing whether the Customer is entitled to reject the Goods as delivered. This does not constitute cancellation of the
7.4 In the event that the Customer fails to comply with this clause, the Goods shall be deemed free from any defect or
7.5 In the event that the Supplier agrees, in writing, that the Customer is entitled to reject the Goods provided, the Supplier’s
liability is limited to either replacing or rectifying the Goods or Services provided that the Customer has complied this
7.6 For the purposes of clarity the Supplier:
a) will not accept the return of Goods by the Customer and the Customer acknowledges that the Supplier is not required
to accept the return of Goods; and
b) has the sole discretion to accept return of defective Goods.
8. Warranties and Indemnities
8.1 The Customer warrants:
a) that all information provided to the Supplier is accurate and acknowledges that the Supplier has placed reliance on the
information provided and is not required to make any enquires to determine the validity of the information provided;
b) the Authorised Person has the authority to perform and authorise any action that the Customer may undertake; and
c) that all times throughout the term of this Agreement the Customer will notify the Supplier if there is a changed to the
Customers Authorised Person.
8.2 The Customer authorises the Supplier to:
a) the extent permitted by law, to collect, retain and use any information about the Customer; and
b) disclose any information obtained by any person for the purposes of delivering the Services and/or Goods.
8.3 The Customer indemnifies the Supplier against:
a) any penalty or liability incurred by the Supplier for any breach by the Customer of this Agreement; and
b) all actions, claims, demands, losses, damages, costs and expenses which the Supplier may sustain or incur or for which
the Supplier may become liable whether during or after the term of this Agreement, by reason of any act or omission or
negligence by the Supplier and its respective employees or any other authorised person.
8.4 The Supplier is not liable for any defect or damage caused by the Supplier providing or supplying the Services and/or
8.5 The Supplier is not liable to compensate the Customer for any losses incurred for failure or delay if such is due to fire,
cyclone, earthquake, flood, tsunami, inclement weather, strike, labour dispute, war, government order, riot, revolution,
pandemic, civil commotion or any other cause beyond its reasonable control.
9. Risk
9.1 All risk shall pass to the Customer upon receipt of the Goods by the delivery carrier or upon receipt of the Goods by the
Customer, whichever is earlier.
9.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the
Supplier is entitled to receive all insurance proceeds payable for the Goods.
9.3 The production of these terms and conditions by the Supplier is sufficient evidence of the Suppliers’ rights to receive the
insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
10. Title
10.1 Ownership of the Goods does not pass from the Supplier to the Customer until:
a) full and complete payment of the Purchase Price has been received by the Supplier; and
b) any other obligations under this Agreement have been fulfilled by the Customer.
10.2 Receipt by the Supplier 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 Supplier’s’ ownership or rights in respect of the
Goods shall continue.
10.3 It is further agreed that:
a) where practicable the Goods must be kept separate and identifiable until the Supplier has received full payment of the
Purchase Price and all other obligations of the Customer are met;
b) until such time as ownership of the Goods shall pass from the Supplier to the Customer the Supplier may give notice in
writing to the Customer to return the Goods or any of them to the Supplier. Upon such notice the rights of the Customer
to obtain ownership or any other interest in the Goods shall cease;
c) the Supplier shall have the right of stopping the Goods in transit whether or not delivery has been made;
d) if the Customer fails to return the Goods to the Supplier then the Supplier or the Suppliers’ 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;
e) the Customer is only a bailee of the Goods and until such time as the Supplier has received payment in full for the Goods
then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the
Customer owes to the Supplier for the Goods, on trust for the Supplier;
f) the Customer must not deal with the money of the Supplier in any way which may be adverse to the Supplier;
g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest, including but not limited
to a security interest, in the Goods while they remain the property of the Supplier;
h) the Supplier 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 Supplier will be the owner of the end products.
10.4 The Customer hereby irrevocably grants to the Supplier the right, at its sole discretion, to remove or repossess any Goods
from the Customer and sell or dispose of them, and the Supplier is not liable to the Customer or any person claiming
through the Customer and the Supplier is entitled to retain the proceeds of any Goods sold and apply same towards
the Customer’s indebtedness to the Supplier. If the Customer commits an act of bankruptcy, enters into any form of
administration or liquidation, makes any composition or arrangement with its creditors, ceases to carry on business or
breaches any fundamental clause of this agreement, then the Supplier may without prejudice to any other remedies it
may have, repossess any Goods delivered to the Customer on any account which has not been paid in accordance with
the terms and conditions herein and commence proceedings to recover the balance of any monies owing the Supplier
by the Customer.
11. Liability
11.1 The parties acknowledge that, under applicable State and Commonwealth law, certain conditions and warranties may
be implied in these Terms and Conditions and there are rights and remedies conferred on the Customer in relation to
the provision of the Services and/or Goods which cannot be excluded, restricted or modified by the Agreement (“Nonexcludable
11.2 The Supplier disclaims all conditions and warranties expressed or implied, and all rights and remedies conferred
on the Customer, by statute, the common law, equity, trade, custom or usage or otherwise and all those conditions
and warranties and all those rights and remedies are excluded other than any Non-excludable Rights. To the extent
permitted by law, the liability of the Supplier for a breach of a Non-Excludable Right is limited, at the Supplier’s option, to
the supplying of the Services and/or Goods again or payment of the cost of having the Services and/or Goods supplied
11.3 The Supplier’s liability for any claim in relation to this Agreement or the supply or performance of the Services and/or
Goods (whether under statue, contract, tort, negligence or otherwise) will be limited to the amount of the fee paid by the
Customer to the Supplier.
11.4 The Supplier is not liable to the Customer for any claim of any kind arising directly or indirectly (whether under statute,
contract, tort, negligence or otherwise) in relation to any direct or consequential loss (including but not limited to any
loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill,
reputation, publicity, or use) of any remote abnormal of unforeseeable loss or any similar loss whether or not in the
reasonable contemplation of the parties, as a result of or in connection with the provision of the supply or performance
of the Services and/or Goods.
11.5 The Customer agrees that they waive any claim, future or present, that they may have or may arise against the Supplier
that is in any way connected directly or indirectly with the supply of the Services and/or Goods.
11.6 Notwithstanding any other provision of this Agreement, the Supplier is in no circumstances (whatever the cause) liable
in contract, tort including without limitation, negligence or breach of statutory duty or otherwise to compensate the
Customer for:
a) any increased costs or expenses;
b) any loss of profit, revenue, business, contracts or anticipated savings;
c) any loss or expense resulting from a claim by a third party; or
d) any special, indirect or consequential loss or damage of any nature whatsoever caused by the Supplier’s failure to
complete or delay in supply of the Services and/or Goods.
11.7 The Customer further indemnifies the Supplier from any costs or charges that in anyway either directly or indirectly relate
to the supply of the Services and/or Goods and further for any services or goods that the Supplier performs or supplies.
12. Default
12.1 If the Customer:
a) makes default in any payment;
b) breaches any terms contained herein this Agreement;
c) commits any act of bankruptcy or goes into bankruptcy;
d) is insolvent, or is likely to become insolvent, within the meaning of the Corporations Act 2001 (Cth);
e) has an administrator, liquidator or provisional liquidator, receiver and manager, or controller appointed over the
f) is subject to a winding up application under the Corporations Act 2001 (Cth);or
g) has a judgment awarded against it by any court or tribunal;
then Supplier may terminate this Agreement and all Tax Invoices and other monies owing to the Supplier become immediately
due and payable.
12.2 In the event of default under this clause, the Supplier may, at its discretion:
a) elect to apply an interest charge against the Customer’s account at the rate of 5% of the outstanding monies per month
or part thereof;
b) charge an administration fee each month, or portion thereof, that an amount owing by the Customer is overdue;
c) commence proceedings against the Customer or enforce any personal guarantee;
d) call and act upon any security interest that the Supplier is entitled to enforce;
e) recover against the Customer all moneys that are owed to the Supplier including incidental costs that are incurred in
relation to the Customer’s default;
f) list the default in payment with the appropriate credit reporting agency; and
g) perform any other action that the Supplier deems appropriate to enforce this Agreement and recovery monies owed.
13. Termination/Cancellation
13.1 If the Customer wishes to cancel the supply of Services and/or Goods then they must give 14 days’ notice in writing to the
Supplier notifying them of termination.
13.2 In the event that the Customer wishes to terminate the agreement between the parties whereby the Supplier is
providing Services and/or Goods for a fixed period of time, then the Customer must pay to the Supplier an amount equal
to 75% of the remaining monetary obligation owed under the agreement to the Supplier in addition to payment for the
Services and/or Goods already performed and/or supplied or part thereof.
13.3 The Supplier may terminate this Agreement at any time if the Customer breaches the terms and conditions contained
herein without notice to the Customer.
13.4 at the same time as the consideration to which the additional consideration relates.
13.5 The Supplier will issue a Tax Invoice to the Customer for the supply of the Services and/or Goods at the time of payment of
the GST inclusive consideration or at another time agreed by the parties.
13.6 If one of the parties is entitled to be reimbursed for an expense or outgoing incurred in connection with this Agreement,
the amount of the reimbursement will be net of any input tax credit which may be claimed by the party being
reimbursed in relation to that expense or outgoing.
13.7 The Customer must pay any taxes in relation to the receipt of the Services and/or Goods.
14. General
14.1 Nothing in this Agreement shall be read or applied so as to exclude, restrict or modify or have the effect of excluding,
restricted or modifying any condition, warranty, guarantee, right or remedy implied by the law (including the
Competition and Consumer Act 2010) and which by law cannot be excluded, restricted or modified.
14.2 These terms and conditions supersede all terms and conditions previously issued by the Supplier.
14.3 The parties acknowledge that this Agreement is intended as a contract for the supply of Services and/or Goods and
not any other relationship and, in particular, not the relationship of employer and employee, principal and agent or the
relationship of partnership.
14.4 This Agreement is personal to the Customer and must not be assigned without the prior written consent of the Supplier.
Such consent must be reasonably given by the Supplier and must not be unreasonable withheld.
14.5 A communication required by this Agreement, by a party to another, must be in writing and may be given to them by
a) Delivered personally;
b) Posted to their address specified in this agreement, or as later notified by them, in which case it will be treated as having
been received on the second business day after posting;
c) Faxed to the facsimile number of the party with acknowledgment of receipt received electronically by the sender, when
it will be treated as received on the day of sending; or
d) Sent by email to their email address, when it will be treated as received on that day.
14.6 This Agreement will be governed by the laws of Queensland, and the parties irrevocably submit to the non-exclusive
jurisdiction of the courts of Queensland.
14.7 This Agreement may be executed in any number of counterparts each of which will be an original but such counterparts
together will constitute one and the same instrument and the date of the Agreement will be the date on which it is
executed by the last party.