• Terms and Conditions

Contact Us

Ph: +61 7 3274 4877

Fax: +61 7 3274 4770

Terms and Conditions

Terms and Conditions of Supply

These Terms and Conditions of Supply, Materials and Services (and any related schedules) apply to any and all products and services supplied by or on behalf of T&B Air Conditioning Services Pty Ltd (“T&B”) to the Client as identified in the attached documentation, notwithstanding anything that may be stated to the contrary in the Client’s enquiries, on the Client’s orders or in the Client’s terms and conditions. These Terms and Conditions can only be altered, varied or added to by prior written approval of an authorised representative of T&B. Notwithstanding anything else in these Terms and Conditions, T&B reserves the right to change its Terms and Conditions at any time. Any amendments to these Terms and Conditions shall apply to all orders accepted by T&B after such amendments have been notified to the Client. T&B will provide the Client at least 30 days notice of any such amendments.

1 Price and Payment
1.1 Prices. Unless otherwise specified in the Schedule or agreed in writing by T&B, the prices for the products and/or services supplied by T&B do not include the costs of delivery, transportation and insurance or any applicable taxes, such as sales tax or goods and services tax.
1.2 GST
(a) If any goods and services tax, value added tax or any other like tax (“GST”) is imposed on any supply of Products and Services or any other matter or thing done under or in connection with this Agreement, the Client must pay any such GST which is invoiced by T&B.
(b) Following payment of any such GST, T&B will provide the Client with a tax invoice in accordance with any law imposing such GST.
© If the Client pays the GST invoiced by T&B, and any claim or demand is made against T&B for the payment of a further amount of GST in respect of the Supply of Products and Services or any other matter or thing done under or in connection with this Agreement, the Customer must pay such further GST within 7 days of T&B providing an invoice for such GST.
1.3 Late Payment. Unless T&B otherwise agrees in writing, if the Client does not pay any amount invoiced by the due date, then in addition and without prejudice to any rights or remedies available to T&B:
(a) interest will be payable by the Client on the amount due at the rate of 12% per annum (or such other rate as T&B notifies to the Client from time to time) accruing daily from the due date until T&B receives payment in full;
(b) all amounts invoiced to or owing by the Client will become immediately due and payable;
© T&B reserves the right to withhold any or all Products and Services including any service reports, testing results or other services or documentation; and
(d) to the maximum extent permitted by law, T&B accepts no liability whatsoever in connection with its performance or non-performance of this Agreement. Should any invoices be outstanding for 30 days or more at the time when any rebate is due, T&B reserves the right to offset any outstanding invoices over 40 days against any rebate otherwise due.
2 Delivery
2.1 Delivery. T&B will use its reasonable endeavours to deliver the Products and Services to Client in accordance with the delivery requirements specified but time of delivery shall not be of the essence and T&B will have no liability to Client (whether for loss or damage or otherwise) if, notwithstanding such endeavours, there is a delay in delivery. If the Products and Services are not delivered in accordance with the Delivery Requirements the Client is not relieved from its obligations to purchase and pay for the Products and Services.
2.2 Withholding Delivery. In addition to any other rights and remedies available to it, T&B will be entitled to withhold delivery of any Products and Services, cancel any order for Products and Services or discontinue supplying Products and Services to the Client until such time as any amounts due and owing by the Client to T&B are paid.
2.3 Return of Products. The Client will have a period of 14 days after delivery of the Products to inspect the Products. If all or some of the Products do not conform with the specifications the Client may return such Products to T&B within 14 days after their delivery, or as otherwise agreed in writing by T&B. Any Products not so returned will be deemed to be accepted by the Client.
3 Risk and Title
3.1 Risk. Unless otherwise specified or agreed by T&B in writing, the risk of loss and damage to the Products and Services passes to Client on delivery of the Products and Services to Client or to Client’s carrier or agent, whichever occurs earlier.
3.2 Title
(a) Title to any Products or Materials supplied will not pass to the Customer until T&B has received payment in full of the price for all the Products supplied by T&B to Client under these Terms and Conditions.
(b) Within 7 days of T&B’s request, the Client must return to T&B all Products covered by the request for which T&B has not received payment in full.
© Until the Products are fully paid for, T&B:
(i) retains title to the Products;
(ii) has by itself or by its agent the unrestricted right to enter the Client’s premises, or the premises of any related body corporate or agent where the Products are located, without liability for trespass or any resulting damage, and to re-take possession of the Products; and
(iii) is entitled to keep or re-sell any Products so re-possessed.
4 Warranties and Limitation of Liability
4.1 Warranties. To the maximum extent permitted by law, the only warranties applicable to the Products supplied by the T&B will be as follows:
(a) if the Products supplied are not manufactured by T&B, any express (b) for Products manufactured by T&B, T&B will, subject to clause 4.3, remedy any Products which are established to be defective within the period of 3 months after delivery of the Products, provided the following conditions are met:
(i) such defects have arisen solely from faulty material or workmanship;
(ii) the Products have not been subjected to maltreatment or interference, including modification, adjustment or interference or any other kind from any third party such as an independent consultant;
(iii) the defect has not been as a result of inattention of misapplication by the Client;
(iv) the Products have been used, operated and maintained on the conditions and for the purpose specified and in accordance with all instructions or recommendations of T&B;
(v) all other products, accessories or equipment used by the Client in conjunction with the Products are manufactured by or approved by T&B; and
(vi) any defective Products are promptly returned to T&B. For the avoidance of doubt, the warranties provided by T&B shall not apply, and to the maximum extent permitted by law T&B shall have no liability whatsoever, in respect of any Products and Services which Client requires T&B to supply or according to the instructions or directions of the Client or the Client’s agent or contractor.
4.2 Only Warranties. To the maximum extent permitted by law, other than the express warranties set out in clause 4.1, all other conditions, representations, warranties and guarantees, whether express or implied, by statute or otherwise, in relation to the Products and Services are expressly excluded.
4.3 Limitation of Liability.
(a) The limitations on T&B’s liability contained in these Terms and Conditions are made to the extent permitted by law. Nothing in these Terms and Conditions restricts the effect of any warranties or conditions which may be implied by the Trade Practices Act 1974 (Cth.) or any other law which cannot be excluded, restricted or modified. Subject to those laws, to the extent to which T&B is entitled to do so, its liability under such implied conditions or warranties will be limited at the option of T&B to any one or more of the following:
(i) in the case of goods:
(A) the replacement or repair of the relevant goods, or the supply of equivalent goods; or
(B) the payment of the cost of replacing or repairing the goods, or of acquiring equivalent goods; and
(ii) in the case of services:
(A) supplying of the services; or
(B) the payment of the cost of having the services supplied again.
(b) T&B makes no promise and gives no guarantee that repair facilities or parts will be available in respect of goods supplied.
© To the maximum extent permitted by law, T&B is not liable in any way whatsoever, whether in tort (including negligence), contract, breach of statute or otherwise, for any incidental, indirect, special or consequential losses or damages or economic loss, including any loss of clientele, loss of business revenues or loss of profits by the Customer, in relation to the Chemical Products and Services whether under this Agreement or otherwise.
(d) To the maximum extent permitted by law, T&B will have no liability whatsoever in connection with or as a consequence of any withholding of products or services pursuant to clause 1.3 or clause 2.2 (including the withholding of any service reports, testing results or other services or documentation), whether such liability be civil or criminal, whether under contract, tort or otherwise, and whether in respect of any claim for loss of profit, data, goodwill or business, interruption to business, failure to realise anticipated saving, or for any consequential, indirect, special, punitive or incidental damages.
5 Intellectual Property
(a) Client acknowledges that:
(i) the Intellectual Property Rights are the property of T&B; and
(ii) the Client must not use, modify, adapt, translate or in any other way deal with the Intellectual Property Rights without the prior written consent of T&B.
(b) Except as may be expressly provided in any consent granted by T&B to the Client in accordance with clause 5 (a)(ii), the Client may not do any of the acts and will not have any of the powers referred to in section 26 of the Trade Marks Act 1995 (Cth.).
© For the purposes of clauses 5(a) and 5(b), “Intellectual Property Rights” means all rights of T&B (including rights of ownership, rights or licenses to use, rights arising through use and rights the subject of applications to register) in and to all patents, designs, trade marks, copyright, processes, business reputation, trade secrets, know-how and confidential information or other similar legally enforceable rights anywhere in the world, used or intended to be used by T&B, whether or not registered or registrable.
6 Force Majeure Without prejudice to any other provisions hereof, T&B shall not be liable for any delay in performance or failure to perform any of its obligations, if such performance is prevented, restricted or affected by a force majeure event or any other cause beyond T&B’s control.
7 Dispute Resolution If a claim, disagreement or dispute (“Dispute”) arises between the parties, a party may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with the following (except to seek urgent interlocutory relief):
(a) a party claiming that a Dispute has arisen must give written notice to the other party specifying the nature of the Dispute;
(b) on receipt of that notice by that other party, the parties must endeavour in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, independent expert evaluation or determination or similar techniques agreed by them;
© if the parties do not agree within 7 days of receipt of the notice (or any other period agreed in writing by them) concerning:
(i) the dispute resolution technique and procedures to be adopted;
(ii) the timetable for all steps in those procedures; and
(iii) the selection and compensation of the neutral person required for the technique, the parties must mediate the Dispute under the Mediation Rules of the Law Society of Quensland and the President of the Law Society of Queensland or the President’s nominee will select the mediator and determine the mediator’s compensation.
8 Assignment; Binding Effect This Agreement may not be assigned, in whole or part, by Client without the prior written consent of T&B. T&B may assign its rights and delegate its obligations under this Agreement to an T&B parent, subsidiary or affiliate. This Agreement is binding upon and inures to the benefit of each party’s respective successors or permitted assigns. Any entity acquired by Client which is under an existing contract with T&B will automatically be subject to these Terms and Conditions, unless otherwise agreed by T&B in writing.
9 Miscellaneous
9.1 Independent contractors. The parties are independent contractors and these Terms and Conditions are not intended to create any partnership, trust or agency relationship.
9.2 Severability. If any provision of these Terms and Conditions is held by a court to be unlawful, invalid or unenforceable in any jurisdiction, it is to be read down and severed in that jurisdiction to the extent that it is unlawful, invalid or unenforceable, and the validity and enforceability of the remaining provisions shall not be thereby affected.
9.3 Waiver. If at any time T&B does not enforce any of these Terms and Conditions or grants the Client’s time or other indulgence, T&B shall not be construed as having waived that term or condition or its right to later enforce that or any other term or condition.
9.4 Governing law and jurisdiction. These Terms and Conditions must be read and construed according to the laws of the State of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of that State.