TERMS AND CONDITIONS OF QUOTATIONS AND SALE-2009

These are the terms and conditions upon which all Sellers (as named in section 1.1(k) below) sell and quote for the sale of goods and services.

1. DEFINITIONS AND INTERPRETATION 1.1
Definitions In these terms and conditions, unless the context otherwise requires:
In these terms and conditions, unless the context otherwise requires: (a) "Application" in relation to a Buyer means the Thirty Day Commercial Credit Account Application signed by the Buyer which to refers to those terms and conditions.
(b) "Buyer" means the person named in the relevant Sales Invoice or Quotation.
(c) "GST" means the goods and services tax as imposed by the Law together with any related interest, penalties, fines or other charge.
(d) "GST Amount" means any Payment (or the relevant part of that Payment) multiplied by the appropriate rate of GST.
(e) "GST Law" has the meaning given to that term that in a New Tax System (Goods And Services TAX) Act 1999, or, if that Act does not exist for any reason, means any Act imposing or relating to the Imposition or administration of a goods and services tax in Australia and any regulation made under that Act.
(f) "Payment" means any amount payable under or in connection with a Quotation or Sales Invoice including any amount payable by way of indemnity, reimbursement or otherwise (other than a GST Amount) and includes the provision of any non-monetary consideration.
(g) "Person" includes an individual, the estate of an individual, a body politic, a corporation, an association (incorporated or unincorporated) and a statutory or other authority.
(h) "Purchase Price" means the price for the goods and services set out in the relevant Quotation or Sales Invoice.
(i) "Quotation" means the form of quotation submitted by a Seller to the Buyer in which these terms and conditions are deemed to be incorporated.
(j) "Sales Invoice" means the sales invoice issued by a Seller to the Buyer in which these terms and conditions are to be deemed to be incorporated.
(k) "Seller" in relation to any Quotation or Sales Invoice means GDP Property Services Pty Ltd. ABN 40 090 688 878.
(l) "Tax Invoice" has the meaning given to that term by the GST Law.
(m) "Taxable Supply" has the meaning given to that term by the GST Law.

1.2 Interpretation
(a) Any special conditions specified on a Quotation or Sales Invoice shall, to the extent they are inconsistent with these terms and conditions, take precedence over these terms and conditions.
(b) Words importing the singular shall include the plural (and vice versa).

2. GOVERNING TERMS AND CONDITIONS
These are the only terms and conditions which are binding upon a Seller with the exception of those otherwise agreed in writing by the Seller or which are imposed by a statue and which can not be excluded.

3. TERMS OF PAYMENT
(a) Payment for works, goods and services provided are strictly 30 days from the date of invoice.
(b) If the Buyer does not pay the Seller in accordance with the Seller's terms and conditions then, without prejudice to any other rights or remedies the Seller may charge interest which will be payable from the date the invoice is due until payment at a rate per annum equal to the Unsecured Personal Overdraft Rate as most recently published by the Australian Financial Review, plus 2% per annum.

4. ACCEPTANCE OF ORDER
(a) An Application “Thirty Day Commercial Credit Account Application” must be made and approved before the commencement of works or provision of goods and services.
(b) A Work /Purchase Order (or any other name given by the Buyer for the request of work) must be received by the Seller before the commencement of any works or provision of goods and services.

5. QUOTATIONS
(a) Unless previously withdrawn, a Quotation is valid for 30 days or such other periods as stated in it. A Quotation is not to be constructed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Buyer’s order has been accepted in writing by the Seller which provided the Quotation.
(b) The Seller shall not be bound by any conditions attaching to the Buyer’s order or acceptance of a Quotation and unless such conditions are expressly accepted by the Seller in writing, the Buyer acknowledges that such conditions are expressly negatived.
(c) Every Quotation is subject to and conditional upon obtaining any necessary import, export or other licence.

6. GOODS & SERVICES TAX
The parties agree that:
(a) The Purchase Price is exclusive of GST.
(b) All other costs have also been calculated exclusive of GST.
(c) If the whole or any part of any Payment is the consideration for a Taxable Supply (other than for payment of the Purchase Price) for which the Seller is liable to GST, the Buyer must pay to the Seller an additional amount equal to the GST Amount, either concurrently with that Payment or earlier if required by the Seller.

7. DIMENSIONS, PERFORMANCE DATA AND OTHER DESCRIPTIVE DETAILS
(a) Photographs, drawings, illustrations, weights, dimensions, descriptive literature, catalogues and any other particulars accompanying, associated with or given in a Quotation, approximate the works, goods or services offered but may be subject to alteration without notice.
(b) Any performance data provided by the Seller or a manufacturer is an estimate only and should be construed accordingly.
(c) Unless agreed to the contrary in writing, the Seller reserves the right to supply an alternative brand or substitute product when necessary.

8. CURRENCY
Where goods are imported into Australia any adverse variation in the price arising from fluctuation in exchange rates between the date of the Buyer’s order and the date of payment for the imported goods by the Seller will be to the Buyer’s account.

9. EQUIPMENT, TOOLS, AND OTHER CHARGES
(a) All works are carried out with usual required tools and equipment.
(b) Specialized equipment including engineering works that are required will be charged as additional costs to the Buyer.
(c) Material and sundry items will be itemised on Quotations and Sales Invoices and charged as additional costs to the Buyer.
(d) Working outside normal hours will also be charged as additional costs to the Buyer.
(e) Elevated Work Platforms and the like may be required for access and are charged as additional costs to the Buyer.

10. STANDARD INCLUSIONS – OCCUPATIONAL HEALTH & SAFETY
(a) The Seller implements a Site Specific OHS Folder for all customer sites which are used by the Seller’s personnel. They include contact information, safety checklists, Good Practice Guides (GPG’s), general Job Safety Analysis (JSA’s), general Work Method Statements (WMS’s) and Material Safety Data Sheets (MSDS’s).
(b) A specific Job Safety Analysis will be carried out prior to the commencement of works.
(c) Pedestrian traffic management (signage & barricading) are supplied free of charge when working in and over public areas.

11. EXTRA INCLUSIONS – PUBLIC SAFETY
The following if required by law or requested by Buyer will be provided by the Seller at additional costs to the Buyer;
(a) Traffic Management Plans
(b) Council Permits
(c) Vehicle traffic management by licensed internal personnel
(d) Pedestrian traffic management/Spotting, including submission to municipal authority for approval
(e) Satisfaction of Electrical Distribution Company’s requirement for the Insulation of voltage power lines

12. DELIVERY CHARGES
Where plant and machinery parts are sent to specialised workshops for testing and/or repair any variation in the price of delivery from outsourced suppliers will be charged additionally to the Buyer’s account. Every effort is made to provide accurate costs at the time of quotation.

13. CONTINGENCIES
Any charge, duty, impost, sales tax or other expenditure which is not applicable at the date of Quotation or Sales Invoice but which is subsequently levied upon the Seller in relation to a Quotation or Sales Invoice as a result of the introduction of any legislation, regulation or governmental policy, shall be billed to the Buyer’s account.

14. FORCE MAJEURE
If the performance of observance of any obligations of the Seller is prevented, restricted or affected by reason of a force majeure event including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, excessive weather interruptions, transport or any other cause beyond the reasonable control of the Seller, the Seller may, in its absolute discretion give notice of that cause to the Buyer. On delivery of that notice the Seller is excused from such performance or observance to the extent of the relevant prevention, restriction of affection.

15. RETENTION & LIQUIDATED DAMAGES
Retention and liquidated damages are not included unless specified explicitly and stated on the Seller’s Quotation.

16. WARRANTY AND LIABILITY OF SELLER
(a) The Seller makes no express warranties under this Agreement except that the goods supplied are covered by the manufacturer’s warranty; the Seller will pass on to the Buyer the benefit of the manufacturer’s warranty.
(b) Upon discovery of any defect in the goods supplied by a Seller the Buyer shall immediately notify that Seller in writing. The Buyer shall not carry out any remedial work to allegedly defective goods without first obtaining the written consent of that Seller to do so.
(c) The Seller excludes all conditions, warranties and terms, whether expressed or implied by law or otherwise in respect of the goods which may apart from this clause be binding upon the Seller, except any implied conditions and warranties the exclusion of which would contravene any statute this clause to be void.
(d) To the extent permitted by statute, the liability, if any, of the Seller arising from the breach of any implied conditions of warranties in relation to the supply of goods, shall at the Seller’s option be limited to: (i) the replacement of the goods or re-supply of the goods by the Seller; or (ii) the repair of the goods.
(e) The Seller excludes all liability to the Buyer in negligence for acts or omissions of the Seller, its employees, agents and contractors and all liability to the Buyer in contract for consequential or indirect loss or damages, arising out of or in connection with this Agreement.

17. ALTERATION TO CONDITION
The Seller may at any time and from time to time alter these terms and conditions.