Terms and Conditions

TERMS AND CONDITIONS

1. As-Built Drawing(s) On completion of the project as-built drawing(s) can be made available to the Customer but do not form part of the Company’s contractual obligations within the Contract.
2. Assignment The Customer cannot assign, transfer or otherwise deal with their rights or obligations under the Contract without the prior written approval of the Company.
3. Building Compatibility It is the responsibility of the Customer to ensure that the building, its fabrication and condition is compatible for the Company’s Goods and installation. Any costs to enable this compatibility will be at the Customer’s cost.
4. Cancellation The Company reserves the right to cancel the Contract, and recover any relevant costs and/or lost profit under certain conditions including but not limited to the following:
   1. the Customer’s failure to pay any amount when due under the Contract to the Company;
   2. the Customer commits a breach of any term of the Contract;
   3. any petition is filed or notice is given or a resolution is passed or an order is made, for or in connection with any bankruptcy, insolvency and/or winding up of the Customer;
   4. an application is made to a competent court, or an order is made, for the appointment of an administrator, judicial manager or liquidator or a notice of intention to appoint an administrator, judicial manager or liquidator is given or if an administrator, judicial manager or liquidator is appointed over the Customer;
   5. any material changes to the management or shareholders of the Customer without the Company’s prior consent (such consent not to be unreasonably withheld); or
   6. if the Customer company is, or is deemed to be, no longer a going concern.
5. Customer The Customer is the contracting party who enters into the Contract with the Company and will be invoiced by the Company.
6. Customer Information Where a Quotation is prepared by the Company on the basis of information and drawings provided by the Customer and this information proves to be incorrect or inaccurate, then the Company reserves the right to amend or withdraw this Quotation. If the Contract is made based on Customer provided data that is inaccurate and the Customer requests the Company amend the Goods to comply with the Customer’s updated requirements, the Company will be entitled to charge the Customer for any additional costs incurred as a variation under the Contract.
7. Customer Sign-Off The Customer or Customer-appointed representative will sign the Customer Sign-Off form on Practical Completion of the job, confirming that the job has been completed in accordance with the contracted Specification, whereupon and all amounts due, owing and outstanding shall become fully payable by the Customer to the Company. If the Customer does not make arrangements for an appropriately authorised representative to be available on completion of a project within five business days of the Company’s notification to the Customer, the works will be deemed to be accepted and signed off.
8. Company is Janus International Australia Pty Ltd, or as the case may be, any affiliated entities or successors.
9. Compliance with Regulations It is the responsibility of the Customer to ensure at its own cost and expense that the scope of works commissioned from the Company are fully compliant with any and all applicable and prevailing laws and regulations in any relevant jurisdiction, including the jurisdiction the Goods are being supplied in. This includes, but is not limited to, fire safety or building regulations and any occupier’s liability laws.
10. Confidentiality The Company and Customer agree to keep the terms of the Contract any Contract, and the negotiations thereto, strictly confidential.
11. Contract means the legally binding written contract entered into by the parties following the Customer’s acceptance of a Quotation.  Unless otherwise agreed to in writing, these Terms and Conditions will be the Contract.
12. Credit Checks The Company may undertake a credit check on new customers. These are carried out in order to limit difficulties during the payment process. By agreeing to the Terms and Conditions you consent to this credit check (if required) and to sharing your data with credit reference agencies for this purpose.
13. Data Protection 
    1. “Data Protection Law” means all applicable laws and regulations pertaining to the security, confidentiality, protection or privacy of Personal Data, as amended or re-enacted from time to time, including (without limitation and to the extent applicable) the Privacy Act. To view the Company’s Privacy Policy click here.
    2. “Privacy Act” means the Privacy Act 1988 (Cth).
    3. “Good Industry Practice” means, in relation to any undertaking in any circumstances, the degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person in the same or similar circumstances.
    4. “Personal Information” means the personal information or data made available by or on behalf of the Customer to the Company for the purposes of these Terms and Conditions, obtaining a Quotation or entering into the Contract, or which data is obtained by the Company during the course of supplying the Goods that is processed by the Company on behalf of the Customer.
    5. “Regulations” means all legislation, and all rules or regulations of any kind, including orders, instructions or directions of a competent authority, and all related official guidance, whether enacted or enforced by any competent authority with whose decision or determination it is Good Industry Practice to comply.
    6. “Security Incident” means either:
       1. The unlawful or unauthorised processing of Personal Information
       2. The accidental loss, destruction of, theft, use, disclosure or damage to, Personal Information
       3. Any other security incident affecting Personal Information (including (without limitation) a notifiable data breach as defined in the Privacy Act).
    7. Terms defined in the Data Protection Law shall have the same meaning when used in these Terms.
    8. The Company and the Customer shall each ensure that it shall comply with the provisions and obligations imposed on it by Data Protection Law.
    9. All Personal Information acquired by the Company from the Customer shall, at the Customer’s cost, be securely returned or deleted (at the option of the Customer) together with all copies in any form or in any media in the Company’s power, possession or control following the earliest to occur of:
       1. Termination or expiry of these Terms;
       2. A request from the Customer; and
       3. If the Company no longer needs the Personal Information in connection with the performance of its obligations under these Terms, provided always that the Company may retain copies of the Personal Data if it is required to do so under applicable law (including Data Protection Law).
    10. The Company shall implement and maintain reasonable adequate and appropriate technical and organisational measures and controls against Security Incidents and anticipated threats or hazards to the security or integrity of the Personal Information, pursuant to the standard required by Data Protection Law.
    11. The measures to be adopted under this clause shall ensure a level of security appropriate to the harm that might result from a Security Incident and the nature of the relevant Personal Information, having regard to the state of technological development and the cost of implementing the measures.
    12. The Company shall take reasonable steps to ensure the reliability of its representatives and personnel who have access to the Personal Information (including ensuring such representatives and Information are subject to a contractual duty of confidence to hold the Personal Data in strict confidence to the standard required by these Terms) and shall inform them of the nature of and the need to avoid Security Incidents.
    13. The Company shall, at the Customer’s reasonable request and the Customer’s cost and expense, provide the Customer with all information necessary to enable the Customer to verify the Company’s compliance with this provision entitled “Data Protection”.
14. Debt recovery The Company shall be entitled to recover any legal fees and costs incurred in the course of any debt collection efforts, in addition to any and all amounts outstanding and owing (including interest and liquidated damages).
15. Delay and Force Majeure The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any obligation of the Company under that Contract if such delay or failure was due to any cause beyond the Company’s reasonable control including (but not limited to) Acts of God, explosion, flood, tempest, earthquake, tsunami, fire, accident, war, coup, threat of hostilities, sabotage, invasion, civil disturbance, change of law, acts and regulations of any authority, import or export regulations, industrial disputes, difficulties in obtaining transport, materials or labour, power failure, machinery breakdown or epidemic.
16. Delivery Where a supply only Contract provides that the Company is delivering the Goods to the Customer:
    1. The Company shall be entitled to deliver the Goods in one or more consignments, unless expressly agreed otherwise in writing. If the Goods are delivered in instalments each delivery may, at the Company’s election, constitute a separable portion within the Contract and may be governed by agreed special conditions applicable to that separable portion.
    2. Goods must be checked by the Customer on delivery and any errors or omissions immediately notified to the Company and in any event, no later than seven (7) days of the delivery date.
    3. The Company’s Goods are packaged and loaded with care to minimise transit damage. However, due to road conditions and shipper handling procedures outside the Company’s control, there are exceptions. Small dents or dings, as well as light paint damage due to wear and tear in transit, are classified as normal and are not a valid reason to return or refuse delivery of the product(s). The Company will supply touch up paint to rectify minor wear and tear but will not accept a return of the Goods.
    4. The Company shall not be liable for any defective Goods if:
       1. the Customer makes any further use of the Goods;
       2. the defect arises because the Customer failed to follow the Company’s oral or written instructions for the storage, commissioning, installation, use and maintenance of the Goods;
       3. the defect arises as a result of the Company following any drawing, design or Specification supplied by the Customer;
       4. the Customer alters or repairs the Goods without the written consent of the Company;
       5. the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; or
       6. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
17. Delivery
    1. Delay Delays in the delivery of the Goods of up to fourteen (14) days shall not entitle the Customer to refuse to take delivery of the Goods or claim damages under the Contract or otherwise at law. The Company shall have no liability for any failure or delay in delivering the Goods to the extent that any failure or delay is caused by the Customer’s failure to comply with its obligations under the Contract.
    2. Packaging Customer shall dispose of the packing materials for Goods at its own expense, and shall defend, indemnify and hold harmless the Company from any legal obligations in connection with such packing waste.
    3. Supply Only Where Goods are purchased on a supply only basis, the Company accepts no responsibility for any loss (including additional or consequential losses) suffered by the Customer arising from any delay in the delivery.
    4. Access It is at all times the responsibility of the Customer to ensure that proper delivery instructions are given for Company deliveries to sites requiring any special arrangements as well as ensuring any access codes or manned reception is provided. Any costs incurred by the Company associated with a failed delivery shall be borne in full by the Customer.
    5. Stillages Stillages are to be stacked and made available for unimpeded collection as soon as reasonably practicable after delivery.
18. Deposit Unless otherwise specifically agreed with the Company, the deposit must be paid with cleared funds received by the Company before any work under the Contract will commence. It is the sole responsibility of the Customer to ensure that there are no delays to a deposit being fully received by the Company to avoid any delays to the commencement of any work under the Contract. The Company may elect to rescind the Contract if the deposit payable thereunder is not received within seven (7) days of the date Contract comes into effect.
19. Design and Intellectual Property Any existing Intellectual Property of the Company or any Intellectual Property created under the Contract (including designs and drawings prepared by the Company) remain at all times the property of the Company.
    1. The Company will grant to the Customer under the Contract a royalty-free, perpetual licence (transferable to any subsequent owner) to use the Design, drawings or Intellectual Property for the use of the Goods for the sole purpose the Goods are being supplied.
    2. Any third party Intellectual Property will be licensed on the terms of the third party supplier.
    3. The NOKE Smart Entry System will be licensed on the terms in the Nokē Master Sales, Service and License Agreement.
20. Disputes Any disputes arising in connection with the Contract and any associated charges must be submitted to the Company in writing within 7 days of the applicable incident occurring.
21. Document Precedence In the event of any contradiction between the terms of the Quotation and any drawings supplied in connection therewith, the terms of the Quotation shall take precedence. As between the terms of the Quotation and these Terms and Conditions, in the event of conflicting terms, the terms of the Quotation shall supervene.
22. Floor Protection The building of self-storage units is an industrial process and it is the Customer’s sole responsibility to make provision for the protection of the floor, should this be required. The Company accepts and assumes no liability towards the Customer or any third party in this regard for any loss or damage caused to floors.
23. Forklift The cost of provision of forklifts, if included in a Quotation, allows for a standard forklift to unload materials from each delivery and distribute directly and evenly to each floor. Should site conditions require specialised plant or additional labour to achieve this, then there will be additional charges to the Customer if the Company provides this plant or labour.
24. Freight The freight value shown in a Quotation or in the Contract assumes that the Company will control all aspects of the delivery with the exception of the costs specifically outlined within the Quotation or Contract. Should multiple delivery dates or locations be required the freight cost may increase. The freight value also assumes that all materials can be delivered on the agreed dates. Should any materials have to be stored off site after the intended delivery dates any costs incurred by the Company will be added to the Contract value and accepted as payable by the Customer.
25. Freight – Sequencing Unless specifically requested by the Customer, where possible materials will be delivered together. Where this is not possible or practical, materials will be delivered to accommodate the Company’s build sequence, and doors will be delivered with later deliveries. Any Customer requests in regard to sequencing will be chargeable if additional to the Quotation.
26. General
    1. In these Conditions “the Company” is as stated above in the Company section, “the Customer” means the person, firm or company named in the Quotation or Contract as applicable, and “the Goods” means the products or materials the Company is contracted by the Customer to supply and/or design, deliver or install (as applicable).
    2. The Company is not responsible for any representation of its employees or agents unless confirmed in writing by the Company. Should the Customer wish to confirm any such representation, it must request confirmation in writing by the Company.
    3. Any error or omission in any document or information of the Company may be corrected without liability by the Company. No description or illustration in any literature of the Company shall form part of the Contract. While the Company will try to supply Goods in accordance with the quality of samples shown, this cannot be guaranteed and no condition or warranty to this effect shall be implied.
    4. The agreement constituted by the Quotation, these Terms and Conditions and the Contract as applicable shall constitute the entire agreement between the Company and the Customer, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter, unless otherwise subsequently agreed in writing between the Company and the Customer.
    5. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty that is not set out in a Quotation, these Terms and Conditions or the Contract.
    6. For avoidance of doubt, the sale of Goods by the Company shall not include any right(s) to any technical and proprietary information, including but not limited to any drawings, documents, technical data, reports, software, designs, inventions and other technical information supplied by Company in connection herewith, whether or not constituting a trade secret (hereinafter called “Data”), which Data shall remain the Company’s sole property and shall be held in confidence by Customer. The Customer undertakes that Data shall not be reproduced, used, disclosed and/or disseminated to others in any manner by the Customer without Company’s prior written consent. Upon completion of a Quotation or Contract (as applicable), the Customer shall promptly return all Data to Company together with all copies and/or reprints thereof in Customer’s possession and/or control, and the Customer shall thereafter undertake to make no future use, whether directly and/or indirectly, of any data and/or any information derived therefrom without Company’s prior written consent. Notwithstanding the foregoing, the Company shall in no way be obligated to provide and/or supply Data. The Customer undertakes to take all steps to ensure the reliability of its representatives and/or personnel who have access to the Data (including ensuring such representatives and/or personnel are subject to a contractual duty of confidence, and to ensure that such representatives and/or personnel hold the Data in confidence to the standard required by these Terms).
27. GST exemption– Customer companies who are unable to provide the Company with a validated GST or tax registration number will be charged the appropriate GST or equivalent tax.
28. GST All prices shown within this Quotation are exclusive of GST. GST will be charged to the Customer in addition to the contracted amounts.
29. Handballing Costs If access to the Customer’s site is impaired and materials have to be unloaded by hand, unless specifically accepted/agreed differently in writing by the Company, the Customer will be liable for any associated additional costs. Handballing can include, but is not exclusively limited to (due to unknown site situations), any type of additional manual/mechanical conveyancing of materials required from truck/vehicle/lift/pallet/access via windows or other that would be deemed to be out of ordinary unhindered access.
30. Health and Safety The Company’s health and safety policy is available on request by the Customer. The Customer must notify the Company in writing of any specific health and safety requirements as otherwise the default Company policy will prevail. Any associated costs incurred by the Company to comply with any specific requirements additional to the standards prescribed by the Company’s prevailing policy shall be payable by the Customer in full.
31. Inclusions (Company Supplied) The Company will supply to the Customer the Goods and/or services set out in the Quotation. Any Goods and/or services not set out in the Quotation will not be deemed to be included in the Quotation and the Customer will be responsible for any increase in the price.
32. Inclusions (Customer Supplied Assumptions) The Company assumes and has based its quote on the Customer supplying the following. If the Customer fails to supply the following, the Customer will be liable for any additional cost incurred by the Company in supplying Goods or services:
    1. Existing or new concrete slab must be suitable to take 65kn of point load on a 3x3m grid system. Note – the Company excludes any confirmation that the existing or provided floor slab is suitable for the proposed mezzanine floor. This confirmation is to be obtained and provided by a third party.
    2. Uninterrupted operation on site.
    3. Unhindered access to all areas of work for the Company’s installers including but not limited to a secure materials lay down area, ease of truck/container unloading using conventional materials handling equipment, continuity of work on site with any delays to progress caused by incomplete sub structures, services, other trades and the like which result in a delay to the Company’s work progress to be charged at a day rate/person determined by the Company (acting reasonably) which will include any additional travel, meals and accommodation. Any such delay will be added to any agreed or defined construction programme in order to meet the total number of person days required to complete the works.
    4. Vertical loading of materials by Customer to each relevant floor.
    5. Semi access for material deliveries.
    6. Driveways will be complete.
    7. The area of works will be suitably fenced/barricaded from the general public.
    8. Adequate skips provided (on each level) for the Company’s fixers to clear all rubbish from the site. Should the Company have to supply skips any additional charges shall be borne by the Customer in full.
    9. The Customer is to provide at its own cost and expense, 240v electricity point/points within close proximity of the work area, adequate lighting to undertake the works in a safe and efficient manner and appropriate welfare facilities to support fully the maximum number of persons on site at any time.
    10. All necessary welfare facilities at the Customer’s cost with no offset to the Contract value. These facilities are to include toilets, lunchroom facilities, washroom and first aid.
    11. Building will be watertight prior to commencement of partition installation.
    12. Statutory authority fees or levies.
33. Insolvency of the buyer The Customer undertakes that while ownership of the Goods remains with the Company, the Customer shall store such Goods on the Customer’s premises separately from other goods and so that they are readily identifiable as the Goods of the Company.
    1. This Clause 33 applies if:
       1. the Customer makes any voluntary arrangement with its creditors and/or becomes subject to an administration order or (being an individual or firm) becomes bankrupt;
       2. (being a company) a petition is presented or an order is made for its winding up, and/or it goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
       3. an encumbrancer takes possession, or a receiver, administrative receiver, liquidator or provisional liquidator is appointed, of any of the property or assets of the Customer;
       4. the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
       5. the Customer ceases, or threatens to cease, to carry on business;
       6. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub clauses 33(a)1 to 5; or
       7. the Company reasonably determines that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
    2. If this Clause 33 applies then, without prejudice to any other right(s) and/or remedy(ies) available to the Company, the whole price of all Goods bought or agreed to be bought shall be immediately due and payable without demand, notwithstanding any previous agreement or arrangement to the contrary and the Company shall have a lien on the unpaid Goods to the fullest extent permissible by law.
34. Intellectual Property Rights Intellectual Property Rights means the Company’s patents, utility models, right to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to bring a claim for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.  The customer’s use of Intellectual Property Rights will be on the terms set out in clause 19.
35. Liability
    1. Save as expressly agreed in writing by the Company and to the fullest extent permitted by law, except where the Goods are sold to a person dealing as a consumer (within the meaning of Schedule 2 of the Competition and Consumer Act 2010 (Cth)) all warranties, conditions or other terms implied by statute or common law are excluded.
    2. Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, implied warranty, condition or term, any duty at common law, under the contract or otherwise at law for any consequential loss or damage (including loss of profit, loss of use, loss of opportunity, and whether caused by the negligence of the Company or otherwise), arising out of the supply of the Goods or their use or resale, except as expressly agreed in writing by the Company. The statutory rights of consumers are not affected.
    3. Except when these conditions expressly provide otherwise, the total liability of the Company arising under or in connection with the Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall not exceed the price of the Goods.
    4. The Company may, at its sole discretion, guarantee the quality of the Goods as regards workmanship and materials in accordance with the policy of the Company from time to time, such guarantee to be provided in writing in the Quotation.
36. Liquidated Damages if the Contract includes a reference to liquidated damages, these will be the Customer’s sole remedy for delay. The Company will not accept any head contract liquidated damages whatsoever.
37. Notices All notices must be in writing. All notices must be given to the other party either by hand or by correctly addressed mail sent to the address stated in the Contract Details, or by email to the nominated email address stated in the Contract Details.
38. Ownership and Risk
    1. The Goods shall remain the property of the Company which retains legal and beneficial ownership and shall only pass to the Customer when the full contracted price has been duly paid to and is received by the Company together with all other sums whatsoever which are or may become due from the Customer.
    2. If any payments are wholly or partly overdue the Company may (without prejudice to its other rights) recover or resell the Goods or any part of them and they may enter the Customer’s premises (or any premises where the Goods are stored) for that purpose.
    3. If the Contract between the Customer and the Company is terminated for whatever reason the full price of any Goods which have been delivered but not paid for shall become immediately due and payable despite any previous agreement or arrangement to the contrary.
    4. Notwithstanding the fact that ownership in the Goods may not have passed to the Customer, the Customer shall be entitled to sell such Goods as an agent for the Company in the ordinary course of business, and the Customer shall hold the sale proceeds on trust for the Company and shall forthwith hand over the same to the company.
39. Patents and Goods Patents, Goods, designs and trademarks associated with the Company are all protected under relevant legislation and any unauthorised copying will be legally pursued.
40. Practical Completion The date of Practical Completion shall be the date that the Company deems to have concluded all contracted works in accordance with the terms of the Contract.  Any defects liability period will attach to Practical Completion under the Contract between the Company and the Customer and not to any date or time under any head contract.
41. Prevailing Law The Contract between Customer and the Company, and any dispute or claim arising out of or in connection with it or its subject matter unless where otherwise specified, shall be governed by and construed in accordance with the laws of Queensland, Australia. The Customer irrevocably agree that the courts of Queensland shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.
42. Prices and Invoicing
    1. Any invoice queries or inaccuracies must be in writing and received by the Company’s credit control department within 7 days of the date of invoice.
    2. Unless otherwise specifically offered and agreed by the Company, invoices for jobs with less than three (3) weeks installation will be raised in this sequence: Deposit and final Contract value. Variations will be invoiced as soon as practical after being commissioned by the Customer.
    3. The Customer shall pay the price for the Goods by the date specified in writing by the Company. If the Customer fails to pay on the due date, then without prejudice to any of the Company’s other rights or remedies, the Company shall be entitled to:
       1. delay continuing works involved in the supply of Goods under the Contract until payment has been made. Payment is when any amounts paid are received into the Company’s nominated bank account and not when they have been sent by the Customer;
       2. cancel the contract or suspend/withdraw labour on it, in this event a re-mobilisation charge maybe applied to recover the costs to the Company;
       3. charge the Customer interest (accruing daily), before and after judgment at a daily interest charge of 10%;
       4. treat such failure as a repudiation of the Contract and recover damages for such failure.
    4. Payment shall be made without any deduction or set-off. The Company expressly does not accept retention, liquidated damages, third party discounts or back charges unless agreed to in writing prior to the commencement of any Contract.
43. Production Slot certain Goods and materials will be produced by or for the Company in a production facility and such production has or will be allocated a Production Slot, being a designated production commencement date at the production facility based on programming provided by the Customer at the date of execution of the Contract (Original Programming) to allow for installation by the Company in accordance with that programming. Should the Customer change its programming to delay the start of installation by the Company then the Customer must immediately notify the Company of the delay and provide detail of adjustments to programming (New Programming), and where the new programming is due to any reason other than directly due to a delay caused by the Company, then one of the following will apply:
    1. The Customer may elect by notice in writing to the Company to maintain the Production Slot on the basis that the Customer must, prior to delivery, pay for production costs of the Goods or materials in full and accept delivery of the Goods or materials in accordance with the Original Programming, in which case the Customer will be responsible for the storage and care of the Goods and materials at the Customer’s cost and risk, until such time as the start of installation under the New Programming. The Customer will, if the Goods and materials are not stored at the Site, be responsible for transporting the Goods and materials to Site (including costs of transport) in sufficient time to allow for installation to commence in accordance with the New Programming.
    2. If the Customer does not notify of New Programming immediately to allow consideration of programming issues and/or (a) does not apply, then the Customer will lose its Production Slot. The Company will endeavour to arrange a new Production Slot to accommodate the New Programming but cannot guarantee that a new Production Slot will allow the Company to meet installation obligations in accordance with the New Programming. Where a new Production Slot causes a delay to installation or there are increases in costs of labour or materials the Company will be entitled to an extension of time and variation (or as such similar terms may be used in the Contract) which will be notified to the Customer prior to allocation of a new Production Slot. The new Production Slot will only be allocated when the Customer agrees in writing to the extension of time and variation. If the Customer does not agree to the extension of time and variation then the Company may terminate the Contract, without liability and the Customer will have no claim against the Company in contract, tort, equity or otherwise for any cost or losses due to, arising out of or as a consequence of the termination.
44. Project Schedule or Program The Company will supply sufficient labour to construct the project within the agreed schedule or program. It is a requirement that the Company’s fixers have clear, continuous and unhindered access to the work areas in order to meet this schedule. Any delays caused by other parties will incur additional charges including stand-down time, de-mobilisation and re-mobilisation costs. The Company accepts no liability or contractual concessions for any extensions to project completion dates for delays not solely caused by the Company.
45. Quotation
    1. Any invoice queries or inaccuracies must be notified by the Customer to the Company in writing and received by the Company’s credit control department within 7 days of the date of invoice.
    2. The Quotation, once unconditionally accepted by the Company constitutes a fully binding contract which cannot be varied or cancelled by the Customer except with the prior written agreement of the Company.
    3. Quotation prices exclude any applicable taxes including GST, duties, customs levies and all other relevant charges which are the liability of the Customer, unless otherwise specifically agreed in writing. The Company reserves the right to increase the price of the Goods to reflect any increase in cost consistent with the open market (including but not limited to materials, labour and freight) to the Company.
    4. Unless otherwise agreed by the Company, each Quotation is valid for 30 days from the date of Quotation. The Company reserves the right to review pricing and re-quote beyond this date if there are other events that transpire that could materially affect the price offered, or withdraw the Quotation.
46. Severability If a provision of the Contract is invalid, illegal or unenforceable, then to the extent of the invalidity, illegality or unenforceability, that provision shall be ignored in the interpretation of the Contract. All other provisions of the Contract shall remain in full force and effect.
47. Site Cleaning The Company is only responsible for completing a builder’s clean which involves clearing up after its own installation team, and only for the Company’s finished product.
48. Site Readiness The Customer is responsible for making the site ready for the Company to access, survey (as required), deliver and perform commissioned services as well as notifying the Company if the site is deemed not ready. The Customer accepts that any additional charges in relation to failed deliveries, accessibility, labour or any other delay will be at the Customer’s own cost and expense.
49. Site Security Site security is the responsibility of the Customer, who is also responsible for insuring all Company-delivered materials. The Company may charge for materials which are removed from the Customer’s site without the Company’s authorisation and prior approval.
50. Snagging List The Company shall be granted proper access to affect any relevant remedial works and if any other party is contracted to undertake any works that form part of the Contract they shall be at the sole risk and responsibility of the Customer with no recourse to the Company. The Company accepts no responsibility for snagging that is identified after 5 working days of the completion of the project as it cannot be accountable for damage that may be caused subsequentially and not in relation to the original installation scope of works.
51. Specification
    1. Any details not itemised in the Specification, Quotation or Contract are deemed outside the scope of the supply of Goods and are the Customer’s sole responsibility.
    2. Where buildings/structures are not complete or actual accurate measurements cannot be taken on site, the sizes and costs of Goods given are estimated and could be subject to revision when accurate measurements are made available.
    3. Where the Company relies on measurements or dimensions provided by the Customer, the Company will only be liable for any amendments where the Goods do not conform with the measurements provided by the Customer.
    4. The Company reserves the right to change the specification at its sole discretion or to satisfy statutory regulations.
52. Standard Payment Terms
    1. 10% deposit upon award of the Contract.
    2. Materials ex-factory.
    3. Doors ex-factory.
    4. Remainder 14 days from the date of the invoice, unless otherwise agreed by the Company in writing.
53. Supply Only Any Quotation for the supply only of materials will be ex-works and will be collected at the sole responsibility and cost of the Customer unless specifically requested whereby the Company can organise transport to form part of the Contract. Materials must be collected within 5 working days of the date agreed between the Customer and the Company for collection, unless otherwise agreed by the Company in writing. Any costs incurred for late/delayed collections are the responsibility of the Customer. The accuracy of any material quantities ordered by the Customer is the sole responsibility of the Customer.
54. Suspension of Works If for any reason work is suspended, postponed or terminated for any reason other than a Company decision, any associated costs are the liability of the Customer.
55. Tall System Surcharge For tall system heights the Customer will be liable for any associated additional costs for freight/delivery to site.
56. Terms and Conditions These Terms and Conditions are applicable for all Contracts and are subject to change from time to time by the Company with prior written notice to the Customer.
57. Tolerances
    1. The materials supplied and used by the Company are subject to the generally accepted tolerances for the Self Storage industry. Manufactured products produced by the Company with a tolerance level of 5mm shall be deemed acceptable.
    2. The occurrence of colour differences is often unavoidable for technical reasons. A colour tolerance nominally acceptable on paper can give rise to a distinctly appreciable colour deviation, where human visual perception of colour differs. By colour deviation the Company understands the magnitude of a perceptible difference between two colour tones.
    3. Since coatings are industrial products, which are subject to inherent deviations owing to their industrially-manufactured raw materials and their preparation processes. The colour tolerances for coated parts arise from a combination of tolerances and those of the application process.
    4. In particular the following parameters, which lie outside the control of the coating supplier, can have a large influence on the colour of the coated parts, e.g:
       1. the Customer makes any further use of the products;
       2. Cure temperature of the parts and duration in the oven (e.g. in plant stoppages, breaks, plant start-up, alteration of plant parameters such as line speeds etc.);
       3. Marked differences in the coated parts especially in terms of substrate material, wall thickness, geometry etc.; and
    5. The backing coat on Hallway Panel, Swing Doors and Roller Doors is not a finishing colour and will vary at times. This is and will be classified as normal and is not an approved reason to return or refuse delivery of the product(s) or allege a defect.
58. Transfer of Title Notwithstanding delivery and the passing of risk, property is and title to the Goods shall remain with the Company until the Company has received payment of the full price of (a) all Goods and/or services that are the subject of the Contract and (b) all other Goods and/or services supplied by the Company to the Customer under any Contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other Contracts between the Company and the Customer.
59. Variations Variation instructions issued by the Customer, or Customer’s representative, will be administered by the Company as a chargeable variation to the Contract and any associated costs will be notified and invoiced to the Customer as soon as practical. If the Customer makes a verbal request for a variation the Company will expect the Customer to provide a signed Confirmation of that Verbal Instruction (CVI) in order to undertake the additional works.
60. Warranty Except as otherwise expressly set forth in any Quotation, the Company makes no warranty or representation of any kind, either express or implied, written or oral, with respect to the subject matter of these Terms and Conditions.