Terms and Conditions

1. Definitions and Interpretation
   1.1. In these Terms and any related Contract, unless the contrary intention appears:
   Affiliate means an entity or company which directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with a party.
   National Entrance Systems means Docksafe Pty Ltd (ABN 48 654 522 997) trading as National Entrance Systems.
   Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales or, for deliveries of Products, at the place of delivery.
   Contract means a contract for sale as referred to in clauses 2.5.
   Customer means the person who orders Products from National Entrance Systems, whether by telephone, facsimile, email, in person, through National Entrance Systems’s online ordering system or otherwise.
   Force Majeure means any circumstance beyond the reasonable control of a party which results in a party being unable to observe or perform on time an obligation under these Terms.
   GST has the same meaning as in the A New Tax System (Goods & Services Tax) Act 1999 (Cth) (as amended).
   Insolvency Event means circumstances in which Customer is unable to pay its debts as they fall due or otherwise takes any corporate action or any steps are taken or legal proceedings are started for: (a) its winding up, dissolution, liquidation, or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by National Entrance Systems; (b) the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it or of any of its revenues and assets; or (c) seeks protection or is granted protection from its creditors, under any applicable legislation.
   Order means a purchase order for Products which has been accepted by National Entrance Systems but excluding any terms or conditions printed on or referred to in Customer’s purchase orders or other documentation unless expressly agreed to in writing by National Entrance Systems.
   PPSA means the Personal Properties Securities Act 2009 (Cth) (as amended from time to time).
   Products mean the goods purchased or to be purchased by Customer from National Entrance Systems which are the subject of a Contract.
   Services mean all services or described in a Purchase Order or Quotation.
   Terms means these terms and conditions of sale.
2. Orders
   2.1. All orders for Products & services must be placed in the manner and form required by National Entrance Systems from time to time.
   2.2. National Entrance Systems may in its absolute discretion determine from time to time a “Specified Order Quantity”, being the minimum order value or quantity for each order of Products to be supplied to Customer.
   2.3. All orders will be subject to acceptance by National Entrance Systems, which may decline an order or accept an order in whole or part in its absolute discretion. Customer acknowledges that acceptance of an order by National Entrance Systems will not imply that National Entrance Systems will accept any future order(s) placed by Customer.
   2.4. Once accepted by National Entrance Systems, an Order may not be cancelled by Customer except with the express consent of National Entrance Systems.
   2.5. Upon the acceptance of each Order by National Entrance Systems, a separate contract of sale will arise. Each Contract will comprise the accepted Order and these Terms. If there is any inconsistency between these Terms and another provision in a Contract then the provision in the Contract will prevail only to the extent of the inconsistency.
   2.6. For the avoidance of doubt no terms or conditions of Customer, including any terms or conditions printed on or referred to in Customer’s offer to purchase or order will be binding on National Entrance Systems or have any legal effect unless expressly agreed to in writing by National Entrance Systems.
3. Price and Payment
   3.1. The price for the Products is specified in the Contract. Unless the Contract states otherwise, National Entrance Systems may alter the Price at any time prior to acceptance of an order without prior notice.
   3.2. National Entrance Systems reserves the right to change the Price:
   (a) if a variation to the Equipment or Services which are to be supplied is requested and prior to commencement of additional Services, the Customer must provide an accompanying order number; and/or
   (b) upon one months’ written notice to the Customer;
   (c) in the event of increases to National Entrance Systems in the cost of transport, labour or materials, or fluctuations in foreign currency exchange rates, which are beyond the Supplier’s control.
   3.3. Customer must pay GST or any other tax, levy, tariff or charge applicable to the supply of the Products in addition to, and at the same time as, payment of the price. National Entrance Systems will provide Customer with a tax invoice as required by law.
   3.4. Time for payment of the Equipment being of the essence, the Price will be payable by the Customer on the date/s determined by National Entrance Systems, which may be:
   (a) by way of instalments/progress payments in accordance with National Entrance Systems’s payment schedule;
   (b) the date specified on any invoice or other form as being the date for payment; or
   (c) unless the Contract states otherwise, the date which is seven days following the date of any invoice given to the Customer by National Entrance Systems.
   3.5. Payment may be made by cash, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Customer and National Entrance Systems.
   3.6. 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 National Entrance Systems nor to withhold payment of any invoice because part of that invoice is in dispute.
   3.7. Unless the Contract states otherwise, Customer must pay the Price for Products supplied to it or services rendered within 7 days of the date of the invoice for such Products.
   3.8. Customer must not withhold payment or make any deduction from the invoiced price or any amount owing to National Entrance Systems without National Entrance Systems’s prior written consent.
   3.9. Receipt of any amount will not constitute payment until such time as the amount is paid or honoured in full.
   3.10. National Entrance Systems may in its discretion allocate a payment that does not specifically identify the invoice for which such payment is made in satisfaction for monies owing under any outstanding invoices without regard to the date of those invoices.
   3.11. National Entrance Systems may charge interest on any overdue monies at the rate which is 2% above the rate charged by National Entrance Systems’s major banker for commercial overdraft balances of over $100,000 from time to time, calculated from the due date for payment of the outstanding amount until the date of payment by Customer. Any payment made by Customer will be credited first against any interest that has accrued.
   3.12. National Entrance Systems will be entitled to recover from Customer all legal and other costs incurred by National Entrance Systems arising from Customer’s default in payment and the collection of any overdue monies.
4. Delivery Terms
   4.1. Any timeframes quoted by National Entrance Systems for delivery of the Products are estimates only. National Entrance Systems will use its reasonable endeavours to supply the Products in the quantities specified in the relevant Contract.
   4.2. National Entrance Systems will not be liable for any loss suffered by Customer arising out of any delay or failure to deliver the Products (or any part of them) or failure to deliver in the requested quantities.
   4.3. National Entrance Systems is entitled to refuse to deliver the Products to Customer if there are any outstanding monies owing to National Entrance Systems.

4.4. Delivery of the Products will be made in the manner and at the place specified in the relevant Contract or if not specified, delivery will be made as determined by National Entrance Systems.
4.5. Customer agrees to accept delivery of the Products at any time between 7.00am to 5.00pm on a Business Day.
4.6. If National Entrance Systems fails to deliver some or all of the Products pursuant to a Contract, Customer will not be entitled to cancel that Contract or any other order, Contract or delivery. National Entrance Systems will not be obliged to accept any claims for shortages of deliveries or non-conforming Products unless written notice of the claim is given to National Entrance Systems within 10 Business Days after receipt by Customer of the Products at the delivery destination.
4.7. If Customer does not, or indicates to National Entrance Systems that it will not, take or accept delivery, then the Products will be deemed to have been delivered when National Entrance Systems was willing to deliver them.
4.8. National Entrance Systems reserves the right to deliver the Products by instalments. Each instalment may be invoiced separately and will be deemed to be a separate contract under the same provisions as the main Contract.
4.9. National Entrance Systems may suspend or cancel delivery of the Products if National Entrance Systems reasonably believes that the Products may cause injury or damage (including for technical, scientific, medical or efficacy reasons) or may infringe the intellectual property rights of any person, or if payments owing from Customer to National Entrance Systems remain outstanding. No such suspension or cancellation will in any way constitute admission of liability or fault on National Entrance Systems’s part.

5. Risk and Title

5.1. Legal and beneficial ownership in the Products will not pass to Customer until Customer has paid in full the Price for those Products.
5.2. Risk of loss of or damage to the Products will remain with National Entrance Systems only until the first of the passing of title to the Products to Customer, or delivery of the Products by National Entrance Systems to Customer in accordance with clause 4. Thereafter risk of damage to, or loss or deterioration of, the Products from any cause whatsoever passes to Customer.
5.3. Until all outstanding monies have been paid to National Entrance Systems for Products delivered to Customer:
(a) Customer must separately store those Products in such a way that makes it clear that they are the property of National Entrance Systems;
(b) in the event of a default (specified in clause 13), National Entrance Systems or its representative will be entitled, without the necessity of giving any notice, to enter premises occupied by Customer to search for and remove any of those Products without in any way being liable to Customer, and may dispose of or return such Products as National Entrance Systems sees fit without being required to give notice or account to Customer. If the Products or any of them are wholly or partially attached to or incorporated in any other product, National Entrance Systems may (when practical) disconnect them in any way necessary to remove the Products; and
(c) all costs and expenses incurred by National Entrance Systems as a result of taking action in accordance with clause 6.3(b), together with transportation and storage charges, must be paid by Customer to National Entrance Systems on demand.

5.4. The parties agree that pursuant to sections 115(1) and 115(7) of the PPSA the following sections of the PPSA will not apply to these Terms and any related Contract (to the extent permitted by law): Sections 95, 96, 117, 118, 121(4) 125, 127 129, 130, 132, 134(2) 135, 136(4), 136(5), 137, 142 and 143.
5.5. For the purposes of section 14(6) of the PPSA the parties agree that any payments received by National Entrance Systems from the Customer pursuant to or in any way connected with this Agreement will be applied in such order as National Entrance Systems deems fit in its absolute discretion.
5.6. Customer consents and agrees that:
(a) It must sign all documents and take all steps as National Entrance Systems may reasonably require in connection with the registration, perfection and enforcement of this purchase money security interest; and
(b) The security interest created by this agreement or any other document relating to the subject of this agreement may be registered with the relevant authority or public register; and
(c) National Entrance Systems is not obliged to give any notice or documents under the PPSA unless the relevant obligation cannot be excluded. Customer waives its right to be provided with verification statements pursuant to section 157 of the PPSA.

6. Warranties

6.1. National Entrance Systems warrants that all Products supplied by National Entrance Systems and supplied to Customer will, subject to this clause 7, comply with National Entrance Systems’s specifications for those Products (or if no such specifications exist, will be free of defects in materials and manufacture), until the end of the registered shelf life of such Product, or if there is no registered shelf life, until the date falling 12 months from the date of delivery of the Products by National Entrance Systems to Customer (the Warranty Period).
6.2. If a Product does not comply with the warranty set out in clause 7.1 and Customer notifies National Entrance Systems in writing of the defect during the Warranty Period within 10 Business Days of the defect coming to its notice, National Entrance Systems will, at its option, either exchange the Product for a new Product, or refund the Price paid for the Product.
6.3. When a refund is given pursuant to clause 7.2, the Product for which the refund is provided must, at National Entrance Systems’s option, be destroyed or returned to National Entrance Systems by Customer, at Customer’s expense, and if returned becomes the property of National Entrance Systems.
6.4. The warranty in clause 7.1 does not apply:
(a) as a result of any acts or omissions by any person other than National Entrance Systems or any external cause;
(b) if the defect is due to the Product being used for purposes other than for the purposes for which it was intended or which do not fall within the scope of any regulatory approval;
(c) to a Product that has been modified without the written permission of National Entrance Systems; or
(d) if the Product has not been stored or transported in accordance with National Entrance Systems’s recommendations.
6.5. The benefit of the warranty in clause 7.1 is personal to Customer and is not assignable without the prior written consent of National Entrance Systems.
6.6. Except as expressly set out in these Terms, and subject to any terms, warranties or conditions that by law may not be excluded (including those under sections 51, 52 and 53 of the Australian Consumer Law), all conditions, warranties, terms, and obligations expressed or implied by law or otherwise relating to the performance of National Entrance Systems’s obligations under these Terms, or any goods or services supplied, or to be supplied, by National Entrance Systems under these Terms, are excluded and the rights set out in this clause 7 are the sole and exclusive remedies of Customer with respect to defective Products.

7. Assistance and Materials Supplied by National Entrance Systems

7.1. Subject to obligations imposed on National Entrance Systems by the law which cannot be excluded or modified by these Terms, and subject to any contrary provisions in a Contract, any advice, recommendation, information, assistance or service provided by National Entrance Systems in relation to Products and their use or application is given in good faith but is provided without liability or responsibility on the part of National Entrance Systems and without intention that Customer should rely thereon.
7.2. Any material supplied by National Entrance Systems for advertising and display is issued to Customer for use in its own business and is not intended for circulation or distribution to the public. Such material will remain the property of National Entrance Systems, must be returned by Customer to National Entrance Systems upon request and must not be modified without National Entrance Systems’s prior consent.

8. Materials Supplied by the Customer

8.1

The Customer shall provide to National Entrance Systems any patterns, designs, specifications, drawings, samples, technical information or otherwise, as specified in the Agreement (whether in electronic format or otherwise), or which the Customer has agreed in writing to provide to enable National Entrance Systems to supply the Goods and/or Services (the “Materials”).

8.2

All Materials and the Customer’s Intellectual Property within such Materials (if any), remain the property of the Customer.

8.3

The National Entrance Systems will not use the Materials for any purpose other than to the extent required to supply the Goods and/or Services to the Customer.

9. Limitation of Liability

9.1

Any provision of these Terms that excludes any terms, conditions or warranties, or limits the liability of a party will apply only to the extent permitted by law and these Terms will be construed subject to such terms, conditions, warranties and limitations.

9.2

Subject to clause 11.1, where any terms, conditions or warranties are implied by law into these Terms which the law expressly provides may not be excluded, restricted or modified, or may be excluded, restricted or modified only to a limited extent, the liability of National Entrance Systems to Customer under such implied terms, conditions or warranties is limited, at the option of National Entrance Systems, to the repair or replacement of goods, or payment of the cost of repairing or replacing the goods.

9.3

Except as expressly provided in these Terms, to the extent permitted by law, National Entrance Systems will have no liability to Customer, however arising and under any cause of action or theory of liability, in respect of special, indirect or consequential damages, loss of profit (whether direct or indirect) or loss of business opportunity.

10. Indemnities

10.1

If Customer gives instructions to National Entrance Systems with respect to the manufacture, packaging, sale or supply of the Products, Customer warrants to National Entrance Systems that adherence by National Entrance Systems to any such instructions will not infringe the intellectual property rights of any other person.

10.2

Customer releases and indemnifies National Entrance Systems, its related bodies corporate, and their respective officers, employees, consultants and agents, from and against all actions, claims, proceedings and demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with those indemnified, and whether at common law, in equity or pursuant to statute or otherwise, in respect of any loss, death, injury, illness or damage (whether personal or property, and whether direct or consequential, including consequential financial loss) arising out of or a breach of Customer’s warranties or obligations contained in these Terms, and from and against all damages, reasonable costs and expenses incurred in satisfying, defending or settling any such claim, proceeding or demand.

11. Default

11.1

If an Insolvency Event occurs in relation to Customer any other event occurs which gives National Entrance Systems reasonable grounds for doubting the credit of Customer, National Entrance Systems may by notice to Customer, at its option and without prejudice to any other right it may have, suspend or terminate a Contract or require payment before or on delivery of the Products (notwithstanding the terms of payment applicable to the Products), or cancel any Contract and may retain any monies paid by Customer under a Contract, and may apply such monies against any loss or damage incurred by it in relation to the default by Customer.

12. Force Majeure

12.1

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay is due to Force Majeure.

12.2

If a delay of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended.

13. Confidentiality

13.1

These Terms and the provisions of all Contracts are confidential and must not be disclosed by Customer to any third party without National Entrance Systems’s prior written consent unless such disclosure is required by law (other than section 275(1) of the PPSA).

13.2

The parties agree that the provisions of this clause 15 amount to a “confidentiality agreement” referred to in section 275(6) of the PPSA.

13.3

The restrictions contained within this clause 15 do not apply to any of these Terms or provisions of Contracts that National Entrance Systems has itself placed in the public domain.

14. Privacy

14.1

National Entrance Systems has a published Privacy Policy which is incorporated into these Terms by reference and can be viewed at www.nationalco.com.au.

14.2

National Entrance Systems’s collection and use of your personal information may for purposes including:
(a) to process and administer your dealings as a customer, including assessing your credit worthiness;
(b) to provide you with the Products and services you have requested and assisting you with further relevant information including Product related information; and
(c) to administer the transactions contemplated by the Terms.

14.3

National Entrance Systems will generally:
(a) use personal information provided to it for the purposes relating to the terms of this agreement;
(b) use personal information collected by it in accordance with its Privacy Policy and the Privacy Act 1988 (Cth) (the “Privacy Act”); and
(c) not sell, trade, give or pass on to any third party any personal information unless such a disclosure is contemplated by and directly related to the purpose outlined by the terms of this Agreement, or the Customer consents to such a disclosure or such disclosure is required to do so by law.

14.4

Customer therefore authorises National Entrance Systems to disclose Customer’s personal information to third party contractors and service providers that assist National Entrance Systems operate its business and assist National Entrance Systems fulfil the terms of this agreement such as contractors and service providers involved in services including but not limited to the processing of orders, order fulfilment and the collection of outstanding debts.

14.5

By entering into this agreement Customer:
(a) acknowledges that it has read National Entrance Systems’s Privacy Policy and consents to the terms thereof;
(b) acknowledges that National Entrance Systems is a global organisation and some of the activities necessary to fulfil the terms of this agreement may be conducted by National Entrance Systems entities located outside of Australia such as in Singapore, Philippines or Germany and as such Customer consents to the overseas transfer of its Personal Information, its employees, consultants and agents provided by Customer to National Entrance Systems.

14.6

Customer warrants that it shall comply with the provisions of the Privacy Act and shall not (as far as practicable) knowingly do anything or permit anything to be done which might lead to a breach of any such legislation.

15. General

15.1

Customer must comply with all applicable laws, regulations, industry standards and codes of conduct in Australia and any other relevant jurisdiction in relation to all matters contemplated (whether expressly or implicitly) by these Terms.

15.2

In these Terms and any Contract, unless the contrary intention appears:
(a) a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;

(b) a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation; (c) a reference to dollars is to Australian Dollars; (d) the word “including” and similar expressions are not words of limitation; (e) a reference to conduct includes any omission and any statement or undertaking, whether or not in writing; and (f) where an act is to be performed on a day that is not a Business Day, the act will be required to be performed on the following Business Day.

15.3. Any notice in connection with these Terms or any Contract will be deemed to have been duly given when made in writing and delivered or sent by post or email to the party to whom such notice is intended to be given, at the address of that party in the Contract or to such other address as may from time to time be notified in writing to the other party.

15.4. If any provision of these Terms is invalid, illegal or unenforceable, these Terms take effect (where possible) as if they did not include that provision.

15.5. Any failure by National Entrance Systems to insist upon strict performance by Customer of any provision in these Terms will not be taken to be a waiver of any existing or future rights of National Entrance Systems in relation to the provision.

15.6. Customer must not assign or otherwise deal with its rights or obligations under these Terms or a Contract without the prior written consent of National Entrance Systems.

15.7. These Terms and Contracts are governed by the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

15.8. These Terms (together with the Contracts) contain the entire agreement of the parties with respect to its subject matter and may only be amended in writing.

15.9. These Terms do not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.

16. General exclusions and unforeseen circumstances 16.1. Any delays caused by the installing contractor/builder. 16.2. Any fault finding required due to equipment faults etc. 16.3. All patching, painting and repair of surfaces. 16.4. Damage caused to our installed services by vandals/thieves or any other malicious means. 16.5. Should access be denied and a second visit is necessary, this visit would be chargeable. 16.6. Site employee washing and sanitary conveniences in accordance with local regulations, adequate lighting, power, water, hoisting, unloading and storage space shall be provided by the client. 16.7. Fixed lump sum pricing is valid 30 days from date of offer. 16.8. All prices and schedules provided are exclusive of GST unless shown otherwise. 16.9. Works are quoted to have full and unobstructed access to the site and allow for continuation of works from commencement to completion 16.10. If a legislative requirement introduced after the date of a tender/quotation, necessitates an increase in a fee or charge or payment of a new fee or charge which affects the cost of materials, services or labour to be incorporated into or required for the works, and cause this company to incur more cost than otherwise would have been incurred, the difference shall be added to the contract sum 16.11. Variations may be claimed for unforeseen circumstances or changes to the scope of works. 16.12. The contract is conditional upon the site of the works being free from asbestos and other toxic substances and should asbestos or other toxic substances be discovered then the client shall accept full responsibility for the resolution of any problems arising and shall add to the contract sum an amount equal to any costs necessarily incurred by the contractor as a consequence of such problems. 16.13. No allowance has been made for any additional project site allowances. 16.14. Should we accept liquidated damages, the value shall be restricted to a maximum of 5% of the contract value. 16.15. Final Certification will not be issued until account is paid in full/Less retentions if applicable 16.16. All pricing provided remains valid for a period of thirty days from the tender submission date. 16.17. Penalty rates. All pricing is based on all work being carried out during ordinary working hours, 5 day week unless specified in writing.