General Terms & Conditions of Sale and Security Agreement
Active Covers Australia Pty Ltd
ACN 654 070 381
(“Company”, “we”, “us”)
1. Definitions
“Customer” means the person or entity purchasing Goods or Services from the Company.
“Goods” means any custom-made products, components, or materials supplied by the Company.
“Services” means engineering, design, fabrication, installation, commissioning, or related works provided by the Company.
“Contract” means the agreement formed between the Company and the Customer, including any accepted quotation, these Terms & Conditions, and any written variations.
“Price” means the total price payable for the Goods and Services as set out in the accepted quotation.
2. Application of Terms
2.1 These Terms & Conditions apply to all Contracts entered into by the Company and override any terms proposed by the Customer unless expressly agreed in writing by a director of the Company.
2.2 No employee, agent, or subcontractor is authorised to vary these Terms without written confirmation from the Company.
2.3 These Terms operate in addition to, and do not exclude, any non-excludable rights or remedies available under the Australian Consumer Law.
3. Pricing and Payment
3.1 All Prices are exclusive of GST unless stated otherwise. GST will be added where applicable.
3.2 Quotations are valid for thirty (30) days unless otherwise specified in writing.
3.3 Payment milestones, including deposits, fabrication instalments, and balances, are as specified in the Company’s quotation or invoice. Time for payment is of the essence.
3.4 The Company reserves the right to suspend work where payments are not made in accordance with agreed milestones.
3.5 Overdue amounts may incur interest at two percent (2%) per month calculated daily, and the Customer is liable for all reasonable recovery and collection costs.
4. Finance, Payments, and Commencement of Work
4.1 Where the Customer elects to pursue third-party finance for any portion or the full Contract Price, the Company will only commence engineering, fabrication, procurement, scheduling, or installation once the applicable payment amounts have been received as cleared funds.
4.2 Finance approval, conditional approval, or application status does not constitute payment or authority to commence work.
4.3 Where the Customer pays any amount directly and third-party finance is subsequently approved and paid to the Company in respect of that amount, the corresponding sum will be refunded or credited to the Customer within five (5) business days of receipt of the finance funds.
4.4 If finance is not approved, delayed, or withdrawn for any reason, payments already made remain valid and the Contract will proceed in accordance with its terms.
4.5 Nothing in this clause limits any rights or remedies available under the Australian Consumer Law.
Third-Party Finance
4.6 Where the Company provides information about, or access to, third-party finance providers, such finance is offered independently of the Company. The Company does not act as a credit provider, credit representative, broker, or financial advisor.
4.7 The Company does not recommend, endorse, or guarantee any finance product, approval outcome, interest rate, or terms, and does not receive referral fees or commissions unless expressly stated in writing.
4.8 Any finance agreement entered into by the Customer is a separate contract between the Customer and the finance provider. The Company is not responsible for finance approvals, rejections, delays, fees, disputes, or the conduct of any finance provider.
4.9 The Company does not provide financial, credit, or taxation advice. Customers should obtain independent advice before entering into any finance arrangement.
5. Variations
5.1 The Company may vary the scope of Goods or Services and adjust pricing where site conditions, access, structures, services, or specifications differ from those reasonably anticipated at the time of quotation.
5.2 Variations may also arise where additional work is required to ensure structural integrity, safety, compliance, or long-term performance.
5.3 The Company will use reasonable efforts to notify the Customer of variations before proceeding. Where urgent work is required to prevent damage, safety risks, or system failure, the Company may proceed without prior approval, and associated costs will be payable by the Customer.
6. Site Conditions and Installation
6.1 The Customer must provide safe, clear, and unrestricted access to the site, including suitable working space, foundations, and utility connections as required.
6.2 The Company is not responsible for defects, non-compliance, or inadequacies in site-built structures, concrete, steelwork, drainage, or services provided by others.
6.3 Any additional work required due to site defects or third-party works will be treated as a variation.
7. Delivery, Risk, and Delays
7.1 Risk in Goods passes to the Customer upon delivery to site.
7.2 The Company is not liable for delays caused by transport providers, weather conditions, access limitations, or third-party contractors.
7.3 Where delivery or installation cannot proceed safely due to site conditions, the Company may delay or reschedule works, and the Customer remains liable for associated costs including storage, re-handling, or return visits.
8. Claims and Liability
8.1 Any claim for defects, shortages, or non-conformity must be made in writing within forty-eight (48) hours of delivery or installation.
8.2 To the extent permitted by law, the Company’s liability for defective Goods or Services is limited to repair, replacement, or refund at the Company’s discretion.
8.3 The Company is not liable for indirect or consequential loss, including delays, builder costs, or loss of use, except where such liability cannot be excluded under the Australian Consumer Law.
9. Title and Security
9.1 Title to Goods remains with the Company until full payment of the Contract Price is received.
9.2 The Company may recover or repossess unpaid Goods where the Customer defaults on payment.
10. Warranty
10.1 Goods and Services are supplied with guarantees that cannot be excluded under the Australian Consumer Law.
10.2 Any additional or extended warranty offered by the Company will be provided in writing and subject to stated terms and conditions.
11. No Returns on Custom-Made Goods
11.1 All Goods supplied by the Company are custom-made to the Customer’s specifications and site conditions.
11.2 Subject to any non-excludable rights under the Australian Consumer Law, custom-made Goods are not returnable, refundable, or exchangeable once fabrication or procurement has commenced.
11.3 This clause does not limit the Customer’s rights where Goods are defective, not fit for purpose, or otherwise fail to comply with guarantees under the Australian Consumer Law.
12. Subcontracting
12.1 The Company may subcontract any part of the work without notice to the Customer.
13. Dispute Resolution
13.1 The parties agree to attempt to resolve disputes through good-faith discussions.
13.2 If unresolved within fourteen (14) days, disputes must be referred to mediation before legal proceedings commence, except where urgent relief is sought.
14. Privacy
14.1 The Company may collect and use Customer information for business purposes in accordance with Australian privacy laws.
14.2 Where the Customer accesses third-party services via the Company’s website, those services collect and manage personal information under their own privacy policies, and the Company is not responsible for their handling of Customer data.
15. Governing Law
15.1 These Terms & Conditions are governed by the laws of New South Wales, and the parties submit to the jurisdiction of its courts.