Aerial Imaging Inspection Services Pty Ltd trading as Maintenance Products Australia – Terms and Conditions

The parties agree as follows:

1. Interpretation

1. (a)  “Agreement” means any Contract entered into by the Customer for the supply of Services by MPA subject to these Terms and Conditions of Trade.
2. (b)  “Customer” means any person, organisation or business who orders Services from MPA or otherwise has an account with MPA and if more than one account whoever MPA designates is responsible for the ordering of Services.
3. (c)  “Goods” means any product supplied by MPA.
4. (d)  “GST” has the same meaning as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
5. (e)  “Invoice” is defined by clause 5(a) herein
6. (f)  “MPA” means Aerial Imaging Inspection Services Pty Ltd ACN 629 250 960 trading as Maintenance Products Australia of PO Box 256, Kinglake, Victoria 3763 and includes any employee, agent, servant or subcontractor of MPA.
7. (g)  “Order” means any request or order by or from the Customer for the supply of Services by MPA.
8. (h)  “Payment Date” is defined by clause 5(b) herein.
9. (i)  “Services” is defined by clause 3(a) herein.
10. (j)  “Terms” means these Terms and Conditions set out herein.

2. General

1. (a)  These Terms are the only terms by which the Services will be provided by or through MPA to the Customer. By engaging MPA to provide the Services to the Customer, the Customer agrees to accept and be bound by these Terms. Any terms other than those implied by law will not be binding upon MPA.
2. (b)  MPA reserves the right to amend these Terms from time to time without prior notice to the Customer. If there is any inconsistency (whether expressly referred to or implied from these Terms or otherwise) between the provisions of these Terms and those of any document of the Customer these Terms prevail to the extent of the inconsistency.
3. (c)  The Customer may not assign or otherwise transfer any right or obligation arising out of this Agreement.
4. (d)  The whole or any part of any clause of this Agreement that is illegal or unenforceable will be severed and will not affect the continued operation of the remaining provisions of this Agreement.
5. (e)  This Agreement embodies the entire agreement between the Parties in respect of the subject matter of this Agreement, and there is no other understanding, agreement or warranty, whether expressed or implied, in any way extending., modifying or qualifying any of the provisions of this Agreement.
6. (f)  Any amendment to these Terms shall be invalid unless the amendment is made in writing and signed by MPA.
7. (g)  Any provision of this Agreement that is held to be illegal, invalid, void, voidable or unenforceable does not affect the validity, legality or enforceability of that provision or of the remaining provisions and must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable,
8. (h)  This Agreement is governed by the law applying in Victoria and the parties submit to the non-exclusive jurisdiction of the Court of Victoria.

3. Appointment of MPA and MPA’s rights

1. (a)  The Customer appoints MPA to supply Goods (“the Services”) subject to the Terms.
2. (b)  If MPA considers that the performance of MPA’s obligations are likely to be affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever; and the hindrance, risk, delay, difficulty or disadvantage cannot be avoided by reasonable endeavours of MPA, MPA may (upon giving notice in writing to the Customer) treat the performance of MPA’s obligations as terminated.
3. (c)  Without prejudice to any other remedies MPA may have, if at any time the Customer is in breach of any obligation (including those relating to payment) MPA may, by written notice, immediately suspend or terminate the supply of Services to the Customer and any of MPA’s other obligations under the Terms. MPA will not be liable to the Customer for any loss or damage the Customer suffers because MPA exercised its rights under this clause.

4. Prices

1. (a)  Prices are subject to change without notice. The Services will be provided at the standard MPA prices on the date of supply and as set out in the Invoice. The Invoice is conclusive evidence of the Prices for which the Customer is liable. Any reference by MPA to total prices for supply of Goods or quotation is an indication or guide only.
2. (b)  Normal hours of operation are Monday to Friday from 8:00 am to 4:30 pm.

5. Payment

1. (a)  MPA will, from the time-to-time issue invoice(s) in respect of the Services provided to the Customer (“Invoice’).
2. (b)  A Customer must pay MPA cash in advance for the Services less any Deposit paid however a Customer that MPA extends credit to must pay for the Services within 30 days from the date of the Invoice (“Payment Date”). The Invoice is conclusive evidence of the Services performed for the Customer for which the Customer is liable.
3. (c)  The Customer waives all its rights to challenge an Invoice if the Customer does not contest the Invoice in writing within fourteen (14) days from the date of the Invoice.
4. (d)  If an Invoice is not paid by the Payment Date, MPA reserves the right to charge interest on unpaid invoices at a rate 2% higher than the rate fixed under section 2 of the Penalty Interest Rate Act 1983 (Vic).
5. (e)  The Customer will be liable to MPA for any and all costs incurred by MPA in recovering any monies outstanding to it from the Customer on an indemnity basis. Any payments received from the Customer on an overdue Invoice will be applied first to satisfy interest which may have accrued, second to recovery expenses incurred (if any) and then to the overdue Invoice.
6. (f)  In the event that any amount due and payable under the Terms is unpaid MPA has the right to list a default against the Customer with a credit reporting agency.

6. Orders

1. (a)  All Orders are subject to acceptance by MPA and are non-cancellable. At its discretion MPA may accept cancellation of an order providing a restocking fee equivalent to 15% of the Price is paid by the Customer to MPA.
2. (b)  Any times quoted for delivery and/or supply of Services are estimates only. MPA shall not be liable for failure to deliver or supply the Services by a quoted or requested time. MPA shall also not be liable for any failure of delivery due to any circumstances or events beyond MPA’s control.
3. (c)  The Customer shall not be relieved of the obligation to pay an Invoice on the basis that a quoted or requested time for supply or delivery of the Services was not met by MPA.
4. (d)  The Customer shall ensure that they are available to receive delivery of the Services. Failure by the Customer to be available to receive delivery may incur additional charges.

7. Title and Risk

1. (a)  Ownership of the Goods supplied by MPA does not pass to the Customer until payment of all monies owing by the Customer to MPA is received. Until this time, MPA retains all legal and beneficial ownership of the Goods including the power to repossess and sell any Goods. Any monies received by the Customer pursuant to the sale of the Goods whilst the Customer default of this Agreement shall be held on trust by the Customer for MPA and shall be applied by MPA in satisfaction of any outstanding debt owed to them.
2. (b)  Notwithstanding clause 7(a) herein, the Goods are the risk of the Customer upon receipt of the Goods by the Customer or its employees, agents, servants or representatives.

8. Warranties & Liabilities

1. (a)  It is the responsibility of the Customer that the Services are sufficient, suitable, accurate and fit for the Customer’s purpose. MPA gives no representation or warranty in relation to the Services and the Customer acknowledges that it has not relied on any representation or warranty made on behalf of MPA in relation to the Services. To the extent permitted by the law any statutory warranties are expressly excluded and the liability of MPA (if any) arising from the breach of a statutory warranty is restricted to the resupply of MPA’s Services or the cost of resupplying the Services.
2. (b)  MPA, its officers, employees or agents are not liable for any loss or damage of any kind whatsoever including without limitation, consequential or economic loss or loss of profits even if due to the negligence of MPA arising out of or in connection with the supply of MPA’s Services.
3. (c)  If the Customer identifies a defect in the Services, the Goods must be returned to MPA within 14 days of receipt of the Goods by the Customer. If in MPA’s absolute opinion, a defect in the Goods is as a result of MPA’s conduct, a replacement Good(s) shall be provided to the Customer within 21 days of receipt of the defective Good.
4. (d)  If a dispute arises in relation to a defective Good, MPA reserves its right to obtain an opinion from a suitably qualified independent expert, the cost of which is to be borne equally between the parties, whose determination on the cause of the defective Good will be binding on the Customer and MPA.

9. Liability and Indemnity

1. (a)  The Customer hereby indemnifies, and shall keep indemnified, MPA and MPA’s agents in respect of all loss or damage (including consequential loss, loss of profits or loss of business) which may be suffered by MPA (or brought against MPA) as a result of or in connection with the provision of the Services or the Customer’s breach of this Agreement.
2. (b)  To the extent permitted by law, MPA shall be under no liability to the Customer in respect of any and all loss or damage (including consequential loss, loss of profits or loss of business), which may be suffered or incurred, or which may arise directly or indirectly in respect of the Services, excluding any such damage incurred and resulting from any wilful and deliberate negligent act or default by MPA or MPA’s employees or agents. MPA’s liability in any such instance and regardless of the grounds shall in each case be limited to an amount of $500.00 in respect of all claims.
3. (c)  Should the Customer seek to make a claim or demand against MPA which arises from the provision of the Services, then the Customer shall make such claim or demand upon MPA in writing and within 14 days of the day upon which the claim or demand arose failing which the Customer releases and forever discharges MPA from such claim or demand.
4. (d)  The Customer hereby indemnifies, and shall keep indemnified MPA and MPA’s employees, agents, servants or representatives in respect of any and all loss or damage (including consequential loss, loss of profits or loss of business) which maybe suffered by MPA (or brought against MPA) as a result of or in connection with any infringement of intellectual property rights, confidentiality or copyright as a result of or in connection with any designs supplied by the Customer to MPA for the purposes of provision of the Services.

10. Force Majeure

In the event of any cause beyond MPA’s control and which prevents MPA from supplying the Services in full or in part, then MPA may by notice in writing immediately terminate this Agreement and upon doing so all moneys owing by the Customer to MPA under this Agreement become immediately due and payable.

11. Termination

Termination of this Agreement does not affect any accrued rights or remedies a party may have. The Customer’s obligations under clauses 5, 6, 7, 8, 9 and 10 continue after expiration or termination of this Agreement.

12. Notices

Each party giving notice under this Agreement must give the recipient written notice as follows: (a) To MPA by ordinary pre-paid post at MPA’s address as set out in clause 1(f) above; and (b) To the Customer at its email address last known to MPA.