1. GENERAL TERMS AND CONDITIONS
In this agreement, ASDC means Air Systems Duct Cleaning. This agreement is subject to the following Terms and Conditions, which, with attached and referenced documents, forms the whole of the Agreement. These conditions supersede any previous undertakings whether written or oral. The terms, provisions and conditions for this Agreement may only be varied by agreement in writing between the parties. The Agreement is entered into subject to and is to be government by the laws of the State or Territory where the work is carried out. Terms and conditions on the dated quotation to which this document is attached take precedence over this document.
This quotation is open for acceptance for a period of 90 days from the date of the quotation.
3. PAYMENT AND SECURITY
The amount invoiced shall be paid by the Client to Air Systems Duct Cleaning at not less than (14) fourteen days and not more than thirty (30) days as stated on the invoice, without set-off, or discount. All prices quoted include Goods and Services tax (GST) on 10% unless otherwise stated. Air Systems Duct Cleaning will claim payment on a monthly basis, and all such claims shall be by notice in writing. All prices quoted are net and no retention shall apply to payments. Should Client delay making payment to Air Systems Duct Cleaning, Air Systems Duct Cleaning shall have the right to charge interest on the outstanding amount at a rate of 12%, compound half yearly. No further works will proceed until account is up to date, account will continue to accumulate monthly until works resume.
4. INSURANCE AND CARE AND PROPERTY ON THE WORKS
PUBLIC AND PRODUCTS LIABILITY INSURANCE, Air Systems Duct Cleaning does and will maintain $20, 000, 000 cover for the duration of the Agreement our Public and Product Liability insurance policy. Insurance shall be under conditions determined by Air Systems Duct Cleaning.
INSURANCE OF EMPLOYEES. Air Systems Duct Cleaning maintain insurance against statutory and common law liability for death of or injury to persons employed by Air Systems Duct Cleaning. The insurance, Worker Compensation, cover will be maintained with Work Cover for the duration of the Agreement.
GENERAL. Air Systems Duct Cleaning shall take all reasonable measures to protect people and property, avoid unnecessary interference with the passage of persons and property and prevent nuisance and disturbance. Except for risk for which the Client is responsible. Air Systems Duct Cleaning shall be responsible for the care of the Works. The excepted risks include negligence by the Client or its agents, and defects in the design where the design is provided by a party or parties others than Air Systems Duct Cleaning.
In no event shall the Client and Air Systems Duct Cleaning be liable to each other whether in contract, in tort or any other basis of liability for any special, incidental or consequential damages, including but not limited to, lost business or profits and in no single event shall either party's liability to the other exceed one million dollars ($1,000,000).
6. TIME AND PROGRESS
If Air Systems Duct Cleaning is delayed in reaching completion by a cause of delay which is outside its reasonable control, and provides the Client with a written claim for an extension of time, Air Systems Duct Cleaning shall be entitled to a reasonable extension of time. Should Air Systems Duct Cleaning be delayed in carrying out its work by acts or omissions of the Client or its agents, then Air Systems Duct Cleaning shall be entitled to claim the costs of the delay from the Client, and the amount shall be a debt due and owing to Air Systems Duct Cleaning. Liquidated damages do not apply to this agreement.
Air Systems Duct Cleaning offers 30 day warranty on all work carried out by Air Systems Duct Cleaning, this warranty does not extend to equipment failure or systems breakdowns. Please refer to the mechanical services warranty for these types of claims.
8. SCOPE OF WORKS AND INTELLECTUAL PROPERTY
The Scope of Works is restricted to that specifically described in the order. All intellectual property associated with our cleaning methods remains the property of Air Systems Duct Cleaning. All information supplied by Air Systems Duct Cleaning is to be treated as strictly confidential.
The Client may, before completion, direct Air Systems Duct Cleaning in writing to vary the work. Where time permits the Client shall request a quotation for the proposed variation, and Air Systems Duct Cleaning shall advise in writing the price, time extension and technical impact, if any, of the proposed variation. Variations shall be priced by Air Systems Duct Cleaning employing standard price lists or reasonable rates or prices, and shall include a reasonable amount, labour costs, management costs, overhead and profit. A variation would include changes to job specifications, extra ordinary circumstances including work unable to be completed within standard practices, that is within the scope of supplied or implied Work Method Statements. This includes work that needs specialized equipment not part of normal work practices. Variations may need to be submitted after works have been completed due to nature of work and cost of specialized equipment.
10. SITE WORK
The Client shall make the site available to Air Systems Duct Cleaning on the agreed date, or if no date is agreed, consistent with the time frame in the attached Schedule or noted as part of the procedures on our quotation to the Client. All work is to be carried out outside the normal working hours of 6.00am to 7am Monday to Friday. Any works carried out on weekends, public holidays or on RDO's will be charged out at the award rate including the relevant penalties that apply to the requested works timing. Works can be carried out during normal working hours 7am to 6pm if requested by the Client, no change in quotation price will be applicable to this request. The Agreement is based upon Air Systems Duct Cleaning having free and uninterrupted access to the work area at all times, and on work being capable of being executed in a continuous sequence. Should lack of access force Air Systems Duct Cleaning to leave site and return to site, the reasonable costs of doing so may be added to the contract price. The Client shall provide adequate site facilities at not cost to Air Systems Duct Cleaning. Where not otherwise stated, these shall include site power, site lighting, scissor lifts, toilet facilities and rubbish removal skips. This Agreement is based upon the State and Federal Awards applicable to the class of work. Should it be necessary to pay site allowances the cost of these shall be added to the contract price Minor building work including provision of penetrations, making good and flashing is to be by others at no cost to Air Systems Duct Cleaning.
11. SMOKE DETECTION SYSTEMS
Smoke detection equipment is to be isolated by the Client during the cleaning process, any activation of the smoke detector system resulting in a visit from Fire and Rescue or equipment services shall be at the cost of the Client.
12. DEFAULT, CANCELLATION AND INSOLVENCY
If either the Client or Air Systems Duct Cleaning breaches the Agreement, and if the defaulting party fails to show cause, the other party may terminate the Agreement. If the Agreement is terminated under this clause, the parties' remedies, rights and liabilities shall be the same as they would have been under the law governing the Agreement had the defaulting party repudiated the Agreement and the other party elected to treat the Agreement as at an end and recover damages. If either the Client or Air Systems Duct Cleaning becomes insolvent, then the other party may terminate the Agreement. Should the Client cancel the Agreement, the Client shall pay Air Systems Duct Cleaning all reasonable costs, expenses, overheads and loss of profit.
13. DISPUTES RESOLUTION
Should a dispute develop between the parties then either party may give to the other party a written notice of dispute clearly setting out the details of the dispute. The parties shall then confer to attempt to resolve the dispute. Should the parties fail to resolve the dispute in seven (7) days, either party may refer the dispute to arbitration, to be carried out by the Australian Commercial Disputes Centre.
14. FORCE MAJEURE EVENTS
A party ("Affected Party') is not liable for any failure to perform an obligation (other than to pay money) under this Agreement caused by any of the following events ("Event"): Acts of God, strikes, lock-outs, bans, limitation of work or other industrial disturbances, riots, war, insurrection, vandalism, sabotage, national emergency (whether in fact or law), piracy, hijack, act of terrorism including the use or threatened use of violence or act putting the public or any section of it in fear, embargo, government acts, regulations or requests, accidents, delays in transportation, inability to obtain resources, default by suppliers and subcontractors, which prevent or hinder the Affected Party from carrying out its obligations under the Agreement.
The Affected Party must notify the other party as soon as practicable of any anticipated delay or failure caused by an Event. The performance of the Affected Party's obligations under this Agreement is suspended for the period during which the Affected Party's is reasonably prevented from performing an obligation which is caused by the Event ("delay') and the Affected Party is not liable for any loss or damage whatsoever suffered by the other party during such suspension.
15. DISCLOSURE AND USE OF PERSONAL INFORMATION
15.1 By entering into this Agreement, You agree and acknowledge that We may forward to You from time to time promotional material and information regarding any of Our services.
15.2 We will not forward promotional materials and information for Our services or any other information if You have informed Us that You do not wish to receive such information by informing your Air Systems Duct Cleaning representative to this effect.
15.3 We collect Your Organisations information for the purpose of providing You with Our cleaning service. We do not disclose Your Organisations information to other organisations.