SoundTech Acoustics Terms and Conditions:
These terms and conditions apply to all goods supplied and/or installed by SoundTech Acoustics Pty Ltd, ABN 0000 (trading as SoundTech Acoustics) of Level 7, 19 William Street, Cremorne 3121 (SoundTech) or, where a quotation is made, shall form part of that quotation. SoundFix Acoustics Pty Ltd is a wholly-owned subsidiary of SoundTech Acoustic Pty Ltd.
1. Sale and purchase
SoundTech sells to the Customer and the Customer buys from SoundTech its goods and services on these terms and conditions
2. Delivery and installation
SoundTech will deliver the goods to the address agreed by the parties. Delivery time is not guaranteed. Quoted delivery dates are subject to confirmation when placing the order. SoundTech will supply installation services, which may include without limit, initial designs, installation plans, labour for installation, access to quality subcontractors for property alteration elements and where required, complete project management, on dates and at locations as are more specifically defined and confirmed in the order.
Unless SoundTech has agreed to carry out the installation as part of the services contained in the order, the Customer is responsible for entering into contracts with any subcontractors directly for installation. SoundTech does not accept liability for the actions or inactions of any subcontractors.
3. Risk and title
The risk in the goods remains SoundTech’s until delivery of the goods to the Customer. The legal and equitable title in the goods will only pass to the Customer when all monies owing by the Customer to SoundTech on any account whatsoever have been paid in full.
4. Return of the goods
The Customer must not return the goods to SoundTech unless SoundTech consents to the return of the goods in writing.
5. Price and payment
Pricing for goods is based on quoted prices from our suppliers and as such, variations in price can occur. Where a price increase has occurred between initial quote and purchase order, the Customer will be advised of such a price rise and be given the option to either accept the variations in writing and proceed or cancel the order without further costs other than those already incurred. Unless otherwise stated all prices exclude all duties and taxes including GST payable in respect to the Goods. The Customer agrees to pay all such duties and taxes and to reimburse SoundTech for payment of the same. Unless otherwise agreed in writing, payment terms are 50% at the time of order, and 50% on completion.
6. Customer’s responsibilities
The Customer is responsible for:
a) ensuring that SoundTech has access to the site and to power and light on the dates required;
b) notifying SoundTech of any special considerations the site may have; and
c) ensuring the site is free of hazards, including without limit, animals and children.
The goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. The Customer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. SoundTech warrants that the goods it supplies are of good and merchantable quality and its liability shall be limited only to the repair or replacement of any faulty or defective goods in terms of the manufacturer’s warranty. SoundTech does not, unless specifically required by law, give any warranty beyond the manufacturer’s warranty. In no event shall SoundTech be liable either under statute, in equity, in contract or tort (including in negligence) or otherwise for any direct or indirect special consequential or punitive loss or damages (including loss of income, profits or business, loss of goodwill or reputation or loss of value of intellectual property) to persons or property, whether foreseeable or unforeseeable, arising from or caused in any way by such goods or installation thereof.
SoundTech warrants the labour elements of the services it provides are of satisfactory quality for a period of 12 months from delivery of those services.
Please note that where SoundTech are requested to return to site to repair/replace items under this warranty which are subsequently found not to be faulty or the faults in which are not as a result of an action or inaction of SoundTech, then SoundTech will charge a call out fee and labour charges at then current rates. If the Customer wishes to make a claim under this warranty, please notify SoundTech immediately by phone or email quoting the relevant order reference number.
SoundTech will only comply with a specification or drawing referred to in any order where such specification or drawing has been produced to SoundTech prior to delivery of goods and signed by SoundTech. Otherwise SoundTech does not warrant or represent that the goods are fit for a particular purpose and the Customer agrees that it does not rely on the skill and judgement of SoundTech in relation to the suitability of the goods for a particular purpose. All such warranties are hereby excluded to the maximum extent permitted by law.
9. Default of Customer
The Customer agrees that if it fails to pay SoundTech the invoiced price of any goods and services by the due date for payment, then
a) has the immediate right to bring an action against the Customer for payment of the invoiced price of the goods and services, notwithstanding that ownership and property in the said goods and services shall not have passed to the Customer;
b) may refuse to supply any other goods and services to the Customer;
c) may claim the return of any goods in the possession of the Customer where title in the goods has not passed to the Customer;
d) may determine the contract and/or suspend manufacture or delivery, installation, commissioning or testing of any goods then outstanding;
e) may retain any security given or money paid by the Customer or available through enforcement of guarantee or security bonds lodged and may apply such security or money against the loss and damages incurred by the failure of the Customer to pay;
f) may withdraw or vary any credit extended to the Customer without notice to the Customer;
g) may without notice make all moneys owing by the Customer to SoundTech on any account immediately due and payable;
h) may take such steps as it deems necessary to mitigate any damage suffered including the putting to use, hiring out, sale or disposal of any goods in its possession supplied or to be supplied to the Customer; and
i) may charge interest on overdue accounts at the rate not exceeding the standard overdraft rate offered by the Commonwealth Bank of Australia on the day of calculation.
10. Retention of Title
10.1 Defined terms used in this clause have the same meaning as given to them in the Personal Property Securities Act 2009 (Cwth,)(“PPSA”).
10.2 SoundTech and Customer acknowledge that a contract constitutes a Security Agreement and gives rise to a Purchase Money Security Interest (PMSI) in favour of SoundTech over the goods supplied to the Customer, as Grantor, pursuant to a contract, and over the Proceeds (including any sale monies or an account for such monies and insurance monies).
10.3 The goods supplied or to be supplied under a contract fall within the PPSA classification of “other Goods” acquired by the Customer pursuant to these terms and conditions.
10.4 The Customer acknowledges that SoundTech, as Secured Party, is entitled to register its interest in the goods supplied or to be supplied to the Customer, as Grantor, under a contract on the PPSA Register as Collateral.
10.5 The Customer waives its right to any of the following under the PPSA:
a) receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer, as Grantor, to SoundTech;
b) receive notice of removal of an Accession under section 95;
c) receive notice of an intention to seize Collateral under section 123;
d) receive notice of disposal of Collateral under section 130;
e) receive a Statement of Account if there is no disposal under section 130(4);
f) receive notice of retention of Collateral under section 135;
g) redeem the Collateral under section 142;
h) reinstate the Security Agreement under section 143;
i) object to the purchase of the Collateral by the Secured Party under section 129; and
j) receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.
10.6 The Customer agrees that, to the extent permitted by law, nothing in sections 130 to 143 of the PPSA will apply to, or the Security under, these terms and conditions.
10.7 The Customer must not do or permit anything to be done which may result in the purchase money security interest granted to SoundTech ranking in priority behind any other security interest.
10.8 Until the goods have been paid for in full, the Customer acknowledges that the goods are held by the Customer as Bailee for SoundTech and that a fiduciary relationship exists between SoundTech and the Customer in relation to the goods, which must be stored separately as a fiduciary of SoundTech in good condition and in such a way which clearly indicates the ownership of SoundTech in the goods.
10.9 While SoundTech retains title to the goods the Customer shall not bail, pledge, mortgage, charge, obtain or grant a lien over, lease or assign by any other way the goods or any security in the goods.
10.10 The Customer irrevocably authorises SoundTech by its servants or agents to enter upon any site where the goods are located to take possession of the goods without any prior notice or for any purpose connected with or in relation to the protection or enforcement of the rights of SoundTech to the goods. SoundTech will not be liable for any damage caused or incurred as a result of the removal of the goods pursuant to this clause.
10.11 The Customer shall be liable for the payment of all costs, charges and expenses incurred by SoundTech on a full indemnity basis (including legal costs, repossession costs and the cost of any mercantile agent) in the recovery or attempted recovery of the goods or of payment of any moneys owing by the Customer to SoundTech or in the protection or enforcement of its rights in relation to the goods.
10.12 To secure payment of all moneys which may become payable by the Customer to SoundTech on any account whatsoever the Customer hereby charges with the due payment of all moneys payable by the Customer to SoundTech all of the Customer’s beneficial interests in freehold property held by it now or in the future as security for payment of money payable to SoundTech. The Customer consents to SoundTech lodging a caveat noting its interest in such property.
If the Customer disputes any charge appearing on an invoice then the Customer shall give written notice of such dispute to SoundTech immediately upon receipt of invoice and shall pay all other charges not in dispute on the invoice pending an investigation of the dispute.
No variation or cancellation of any of these terms and conditions are binding on SoundTech unless agreed in writing. If any part of these terms and conditions are found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from these terms and conditions which will otherwise remain in full force and effect. These terms and conditions are governed by and interpreted according to the law of Victoria and the parties submit to the exclusive jurisdiction of the Victorian courts.