In2Steel Pty Ltd ‐ Terms & Conditions of Trade
1 Definitions
1.1 "In2Steel" means In2Steel Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of In2Steel Pty Ltd.
1.2 "Client" means the entity/s or person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each
Client jointly and severally.
1.3 "Goods" means all Goods or Services supplied by In2Steel to the Client from time to time (where the context so permits the terms 'Goods' or 'Services' shall be
interchangeable for the other).
1.4 "Price" means the Price payable for the Goods as agreed between In2Steel and the Client in accordance with clause 4 below.
1.5 “Contract” means the Quotation, Quotation Acceptance and the In2Steel Pty Ltd Terms and Conditions of Trade.
1.6 “Agreement” means this Contract.
2 Acceptance
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client signs the Quotation
Acceptance or places an order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with In2Steel's consent in writing and shall prevail to the extent of any inconsistency with any other document or
Agreement between the Client and In2Steel.
2.3 Services are performed by In2Steel only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client's order
notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
3 Change in Control
3.1 The Client shall give In2Steel not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the
Client's details (including but not limited to, changes in the Client's name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any
loss incurred by In2Steel as a result of the Client's failure to comply with this clause.
4 Price and Payment
4.1 At In2Steel's sole discretion the Price shall be either:
a) as indicated on any invoice provided by In2Steel to the Client; or
b) In2Steel's quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
4.2 In2Steel reserves the right to change the Price:
a) if a variation to the Goods which are to be supplied is requested; or
b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
c) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations
to accessing the site, availability of machinery, safety considerations, prerequisite work by any third party not being completed, change of design, etc.) which are
only discovered on commencement of the Services; or d) in the event of increases to In2Steel in the cost of labour or materials which are beyond In2Steel's control.
4.3 At In2Steel's sole discretion a non‐refundable deposit may be required.
4.4 The Price will be payable by the Client on the date/s determined by In2Steel, which may be:
a) on delivery of the Goods;
b) by way of instalments/progress payments in accordance with In2Steel's payment schedule;
c) the date specified on any invoice or other form as being the date for payment; or
d) failing any notice to the contrary, the date which is fourteen (14) days following the date of any invoice given to the Client by In2Steel.
4.5 Payment may be made by bank cheque, electronic/on‐line banking, or by any other method agreed between Client and In2Steel.
4.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to In2Steel an amount equal to any GST In2Steel must pay for any
supply to In2Steel under this or any other Agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time
and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price except where
they are expressly included in the Price.
4.7 Client shall reimburse In2Steel the amount of all expenses reasonably and properly incurred by In2Steel in the performance of the Services.
5 Specifications
5.1 In2Steel will perform the Services in accordance with recognised industry standards of reasonable care and diligence and will construct Goods in accordance
with the relevant Australian Standards.
5.2 In2Steel accepts no liability or responsibility for the performance of the Services or Goods supplied or used other than as specified in this clause.
5.3 Client shall be responsible for and accept all liability for, the suitability of pre-existing structures which are to be used as fixing points or upon or to
which any of the Goods or part of the Services are to be installed.
5.4 Client, unless agreed otherwise, must make all arrangements necessary to take delivery of the Goods from In2Steel’s designated collection point,
which unless otherwise stated shall be In2Steel’s address.
5.5 In2Steel will take reasonable precautions to prevent damage to existing paths, lawns, gardens, trees and plants of all descriptions but accepts no liability
for any damage or loss incurred.
5.6 If In2Steel is to deliver Goods, all amenity locations (including, without limitation, water, gas, electricity, telephone or any other underground amenity)
are to be notified to In2Steel by Client prior to the commencement of the Services. In2Steel will take reasonable precautions to avoid these amenities
but accepts no liabilities for damage to them.
5.7 Client is liable for all costs including any labour costs should In2Steel be required to provide any equipment or perform extra work to complete the delivery
of any Goods or performance of the Services.
6 Delivery
6.1 Delivery ("Delivery") of the Goods is taken to occur at the time that In2Steel (or In2Steel's nominated carrier) delivers the Goods to the Client's nominated
address even if the Client is not present at the address.
6.2 At In2Steel's sole discretion the cost of delivery is included in the Price.
6.3 Subject to clause 6.4 it is In2Steel's responsibility to ensure that the Works start as soon as it is reasonably possible.
6.4 The Services commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event
that In2Steel claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond In2Steel's control,
including but not limited to any failure by the Client to:
a) obtain an approval; or
b) have the site ready for the Works; or
c) notify In2Steel that the site is ready.
6.5 The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Client is unable to
take delivery of the Goods as arranged then In2Steel shall be entitled to charge a reasonable fee for redelivery and/or storage.
6.6 In2Steel may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
6.7 Any time or date given by In2Steel to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and In2Steel will not be liable
for any loss or damage incurred by the Client as a result of the delivery being late.
7 Labour Hire
7.1 If Client hires labour from In2Steel, whilst the labourer/s remains an employee of In2Steel they shall perform the Services in accordance with the Client's instructions.
As such In2Steel shall not be liable for any actions of the labourer in following the Client's instructions.
8 Outside Agents
8.1 In2Steel shall not be held responsible for any damage to the Goods caused by outside agents. Where the Client requests In2Steel to repair
such damage then In2Steel reserves the right to charge the Client for any costs incurred in rectifying such damage.
9 General Risk
9.1 Risk of damage to or loss of the Goods passes to the Client on Delivery, (unless In2Steel is engaged to erect or otherwise carry out construction with the
Goods) and the Client must insure the Goods on or before Delivery.
9.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, In2Steel is entitled to receive all insurance
proceeds payable for the Goods. The production of these terms and conditions by In2Steel is sufficient evidence of In2Steel's rights to receive the insurance proceeds
without the need for any person dealing with In2Steel to make further enquiries.
9.3 If the Client requests In2Steel to leave Goods outside In2Steel's premises for collection or to deliver the Goods to an unattended location then such Goods
shall be left at the Client's sole risk.
9.4 Where the Client has supplied materials for In2Steel to complete the works, the Client acknowledges that he accepts responsibility for the suitability of purpose,
quality and any faults inherent in the materials. In2Steel shall not be responsible for any defects in the works, any loss or damage to the materials (or any part thereof),
howsoever arising from the use of materials supplied by the Client.
9.5 Whilst In2Steel shall take reasonable precautions to prevent damage to the Client's property, In2Steel shall not accept any liability for damage to fences,
services and/or neighbouring properties.
10 Force majeure
10.1 In2Steel shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to force majeure.
11 Paint Risk
11.1 The Client acknowledges that Goods supplied may exhibit variations in shade, colour, texture, surface and finish, and may fade or change colour over time.
In2Steel will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur.
12 Client's Responsibilities
12.1 The Client shall ensure that In2Steel has clear and free access to the work site at all times to enable In2Steel to undertake the works.
12.2 It is the Client's responsibility to:
a) have all areas clean and clear to enable scheduled work to be completed in accordance with the installation schedule; and
b) fully disclose any information that may affect In2Steel's installation procedures; and
c) supply power to within eight (8) metres of the project; and
d) make the site available on the agreed date and time.
13 Surplus Materials
13.1 Unless otherwise stated elsewhere in this Contract:
a) demolished materials remain the Client's property; and
b) Goods which In2Steel brings to the site which are surplus remain the property of In2Steel.
14 Title
14.1 The legal and equitable title to any Goods and Services will only be transferred from In2Steel to the Client when
a) the Client has paid In2Steel all amounts owing to In2Steel; and
b) the Client has met all of its other obligations to In2Steel.
14.2 Receipt by In2Steel of any form of payment shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
14.3 It is further agreed that:
a) until ownership of the Goods passes to the Client in accordance with clause 14.1 that the Client is only a bailee of the Goods and must return the Goods to In2Steel on request.
In this respect a fiduciary relationship exists between Client and In2Steel.
b) the Client holds the benefit of the Client's insurance of the Goods on trust for In2Steel and must pay to In2Steel the proceeds of any insurance in the event of the Goods being
lost, damaged or destroyed.
c) the Client must not sell, dispose of, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells,
disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for In2Steel and must pay or deliver the proceeds
to In2Steel on demand.
d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust
for the benefit of In2Steel and must sell, dispose of or return the resulting product to In2Steel as it so directs.
e) the Client irrevocably authorises In2Steel to enter any premises where In2Steel believes the Goods are kept and recover possession of the Goods.
f) In2Steel may recover possession of any Goods in transit whether or not delivery has occurred.
g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of In2Steel.
h) In2Steel may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
14.4 Client agrees that any works, designs, items, materials or information of whatever nature provided produced or developed by In2Steel or under its direction
pursuant to or in the course of providing the Services shall be and remain the sole and complete property of In2Steel, whether such property is tangible or
is in the nature of industrial and intellectual property rights (including copyright and rights of confidential information).
14.5 All the risk for all Goods and the Services pass to the Client on their delivery or their performance respectively or when title passes to the Client whichever is the earlier.
14.6 Client must insure against any liability loss or damage claim demand and proceedings arising out of or connected with or in any way due to any personal injury to
or death of any person arising out of or in connection with or in the course of the performance of the Services, and any injury or damage whatsoever to any
property real or personal which may be occasioned by or arise out of the performance of the Services.
14.7 Client accepts all liability for the structural integrity and suitability of pre‐existing structures to be used as fixing points and
indemnify In2Steel against any loss or damages (however caused) resulting from such use.
15 Personal Property Securities Act 2009 ("PPSA")
15.1 In this clause financing statement, financing change statement, security Agreement, and security interest has the meaning given to it by the PPSA.
15.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security
Agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by In2Steel to the Client.
15.3 The Client undertakes to:
a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up‐to-date in all respects) which In2Steel may reasonably
require to;
i. register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
ii. register any other document required to be registered by the PPSA; or
iii. correct a defect in a statement referred to in clause 15.3(a)(i) or 15.3(a)(ii);
b) indemnify, and upon demand reimburse, In2Steel for all expenses incurred in registering a financing statement or financing change statement on the
Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
c) not register a financing change statement in respect of a security interest without the prior written consent of In2Steel;
d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the
prior written consent of In2Steel;
e) immediately advise In2Steel of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
15.4 In2Steel and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security Agreement created by these terms and conditions.
15.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
15.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
15.7 Unless otherwise agreed to in writing by In2Steel, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
15.8 The Client must unconditionally ratify any actions taken by In2Steel under clauses 16.3 to 16.5.
15.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
16 Security and Charge
16.1 In consideration of In2Steel agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several)
in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its
obligations under these terms and conditions (including, but not limited to, the payment of any money).
16.2 The Client indemnifies In2Steel from and against all In2Steel's costs and disbursements including legal costs on a solicitor and own Client basis incurred in exercising
In2Steel's rights under this clause.
16.3 The Client irrevocably appoints In2Steel and each director of In2Steel as the Client's true and lawful attorney/s to perform all necessary acts to give effect to the
provisions of this clause 16 including, but not limited to, signing any document on the Client's behalf.
17 Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
17.1 The Client must inspect the Goods on delivery and must within three (3) days of delivery notify In2Steel in writing of any evident defect/damage, shortage in quantity,
or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such
defect becomes evident. Upon such notification the Client must allow In2Steel to inspect the Goods.
17.2 If Client reports to In2Steel in writing within TEN (10) DAYS within completion of the Services of any defective Service then In2Steel will attend to the required Services which
are in the reasonable opinion of In2Steel defective. In2Steel provides no warranty or guarantee other than is contained in this clause 17 whether expressed or implied
and any other warranty or guarantee whether expressed or implied is hereby negated.
17.3 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties
(including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions
(Non‐Excluded Guarantees).
17.4 In2Steel acknowledges that nothing in these terms and conditions purports to modify or exclude the Non‐ Excluded Guarantees.
17.5 Except as expressly set out in these terms and conditions or in respect of the Non‐Excluded Guarantees, In2Steel makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability
of the Goods. In2Steel's liability in respect of these warranties is limited to the fullest extent permitted by law.
17.6 If the Client is a consumer within the meaning of the CCA, In2Steel's liability is limited to the extent permitted by section 64A of
Schedule 2.
17.7 If In2Steel is required to replace the Goods under this clause or the CCA, but is unable to do so, In2Steel may refund any money the Client has paid for the Goods.
17.8 If the Client is not a consumer within the meaning of the CCA, In2Steel's liability for any defect or damage in the Goods is:
a) limited to the value of any express warranty or warranty card provided to the Client by In2Steel at In2Steel's sole discretion;
b) limited to any warranty to which In2Steel is entitled, if In2Steel did not manufacture the Goods;
c) otherwise negated absolutely.
17.9 Subject to this clause 17, returns will only be accepted provided that:
a) the Client has complied with the provisions of clause 17.1; and
b) In2Steel has agreed that the Goods are defective; and
c) the Goods are returned within a reasonable time at the Client's cost (if that cost is not Significant); and
d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
17.10 Notwithstanding clauses 17.1 to 17.9 but subject to the CCA, In2Steel shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
a) the Client failing to properly maintain or store any Goods;
b) the Client using the Goods for any purpose other than that for which they were designed;
c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
d) the Client failing to follow any instructions or guidelines provided by In2Steel;
e) fair wear and tear, any accident, or act of God.
17.11 In2Steel may in its absolute discretion accept non‐defective Goods for return in which case In2Steel may require the Client to pay handling fees of up to ten percent (10%)
of the value of the returned Goods plus any freight costs.
17.12 Notwithstanding anything contained in this clause if In2Steel is required by a law to accept a return then In2Steel will only accept a return on the conditions imposed by that law.
18 Intellectual Property
18.1 Where In2Steel has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and
documents shall remain the property of In2Steel.
18.2 The Client agrees that In2Steel may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, photographic
or digital images or Goods which In2Steel has created for the Client.
19 Default and Consequences of Default
19.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per
calendar month or part thereof (and at In2Steel's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
19.2 If the Client owes In2Steel any money the Client shall indemnify In2Steel from and against all costs and disbursements incurred by In2Steel in recovering the
debt (including but not limited to internal administration fees, legal costs on a solicitor and own Client basis, In2Steel's contract default fees, and bank dishonour fees).
19.3 Without prejudice to any other remedies In2Steel may have, if at any time the Client is in breach of any obligation (including those relating to payment) under
these terms and conditions In2Steel may suspend or terminate the supply of Goods to the Client. In2Steel will not be liable to the Client for any loss or damage
the Client suffers because In2Steel has exercised its rights under this clause.
19.4 Without prejudice to In2Steel's other remedies at law In2Steel shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all
amounts owing to In2Steel shall, whether or not due for payment, become immediately payable if:
a) any money payable to In2Steel becomes overdue, or in In2Steel's opinion the Client will be unable to make a payment when it falls due;
b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors;
or
c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
20 Cancellation or Termination
20.1 In2Steel may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to
the Client. On giving such notice In2Steel shall repay to the Client any money paid by the Client for the Goods. In2Steel shall not be liable for any loss or damage whatsoever
arising from such cancellation.
20.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by In2Steel as a direct result of the
cancellation (including, but not limited to, any loss of profits).
20.3 Cancellation of orders for Goods made to the Client's specifications, or for non‐stock list items, will definitely not be accepted once production has commenced,
or an order has been placed.
20.4 Without limiting the generality of any other clause, In2Steel may terminate this Agreement and any licence granted pursuant to this Agreement immediately by notice in writing if:
a) any payment due from Client to In2Steel pursuant to this Agreement remains unpaid for a period of 14 days; or
b) Client breaches any clause of this Agreement and such breach is not remedied within seven days of written notice by In2Steel.
20.5 Notwithstanding the preceding clause In2Steel may terminate this Agreement and any licence granted pursuant to this Agreement immediately on notice in writing to Client if:
a) Client becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
b) Client, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
c) Client, being a natural person, dies; or
d) Client ceases or threaten to cease conducting its business in the normal matter.
20.6 Notwithstanding the preceding paragraphs, In2Steel may terminate this Agreement by giving 30 days' notice.
20.7 If notice is given to Client pursuant to the preceding clauses, In2Steel may, in addition to terminating the Agreement
a) retain any moneys paid;
b) charge for work performed in respect of work which no sum has been previously charged;
c) retake possession of all property of ours in Client’s possession;
d) be regarded as discharged from any further obligations under this Agreement; and
e) pursue any additional or alternative remedies provided by law.
20.8 Client may terminate this Agreement if In2Steel breaches any term of this Agreement and such breach is not remedied within 14 days of written notice by Client.
21 Privacy Act 1988
21.1 The Client agrees for In2Steel to obtain from a credit reporting agency a credit report containing personal credit information about the Client in relation to credit provided
by In2Steel.
21.2 The Client agrees that In2Steel may exchange information about the Client with those credit providers either named as trade referees by the Client or named in a
consumer credit report issued by a credit reporting agency for the following purposes:
a) to assess an application by the Client; and/or
b) to notify other credit providers of a default by the Client; and/or
c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
d) to assess the creditworthiness of the Client.
The Client understands that the information exchanged can include anything about the Client's creditworthiness, credit standing, credit history or credit capacity
that credit providers are allowed to exchange under the Privacy Act 1988.
21.3 The Client consents to In2Steel being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1 )(h) Privacy Act 1988).
21.4 The Client agrees that personal credit information provided may be used and retained by In2Steel for the following purposes (and for other purposes as shall be
agreed between the Client and In2Steel or required by law from time to time):
a) the provision of Goods; and/or
b) the marketing of Goods by In2Steel, its agents or distributors; and/or
c) analysing, verifying and/or checking the Client's credit, payment and/or status in relation to the provision of Goods; and/or
d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
e) enabling the daily operation of Client's account and/or the collection of amounts outstanding in the Client's account in relation to the Goods.
21.5 In2Steel may give information about the Client to a credit reporting agency for the following purposes:
a) to obtain a consumer credit report about the Client;
b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.
21.6 The information given to the credit reporting agency may include:
a) personal particulars (the Client's name, sex, address, previous addresses, date of birth, name of employer and driver's licence number);
b) details concerning the Client's application for credit or commercial credit and the amount requested;
c) advice that In2Steel is a current credit provider to the Client;
d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt
collection action has been started;
e) that the Client's overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
f) information that, in the opinion of In2Steel, the Client has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the
Client's credit obligations);
g) advice that cheques drawn by the Client for one hundred dollars ($100) or more, have been dishonoured more than once;
h) that credit provided to the Client by In2Steel has been paid or otherwise discharged.
22 Dispute Resolution
22.1 If a dispute arises between the parties to this Contract then either party shall send to the other party a notice of dispute in writing adequately identifying and
providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute.
At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be
so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:
a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and
b) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.
23 Compliance with Laws
23.1 The Client and In2Steel shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works.
This may include the testing of concrete sub‐ floors as per AS 1884‐2012 ‐ Floor Coverings ‐ Resilient sheet and tiles.
23.2 The Client shall obtain (at the expense of the Client) all permits, licenses and approvals required in respect of the Services.
23.3 The Client agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
24 Construction Contracts Act 2004
24.1 At In2Steel's sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Construction Contracts Act 2004 may apply.
24.2 Nothing in this Agreement is intended to have the affect of contracting out of any provisions of the Construction Contracts Act 2004 of Western Australia, except to
the extent permitted by the Act where applicable.
25 Limitations of Liability
25.1 Except as expressly provided to the contrary in this Agreement, all terms, conditions, warranties, undertakings, inducements or representations whether express,
implied, statutory or otherwise relating in any way to the Services or to this Agreement are excluded.
Without limiting the generality of the preceding sentence, In2Steel shall not be under any liability to Client in respect of any loss or damage (including consequential loss or damage)
however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the failure or omission on the part of In2Steel to comply with our
obligations under this Agreement.
25.2 Where any Act of Parliament implies in this Agreement any term, condition or warranty that the Act avoids or prohibits provisions in a contract excluding or modifying the
application of or exercise of, or liability under such term, condition or warranty, such term, In2Steel Pty Ltd ‐ Terms & Conditions of Trade condition or warranty shall be deemed to be included in this Agreement. However, the liability of In2Steel for any breach of such term, condition or warranty shall be limited,
at the option of In2Steel, to any one or more of the following:
a) the supplying of the Services again; or
b) the payment of the cost of having the Services supplied again.
25.3 Client warrants that Client has not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of In2Steel which has not
been stated expressly in this Agreement or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material
produced by In2Steel.
26 Relationship of parties
26.1 This Agreement shall in no way constitute Client as an agent, servant, partner or employee of In2Steel.
27 Indemnity
27.1 Client indemnifies and shall keep indemnified In2Steel against all claims demands actions proceedings costs expenses and damages whatsoever which
may arise during the period of this Agreement or thereafter arising out of or in any way connected with any act, omission, statement and or representation made
by Client which is against and or in contravention of the terms of this Agreement, is materially false or incorrect or any matters that relate to the Services whatsoever.
27.2 Client indemnifies and shall keep indemnified In2Steel from and against all and any loss, damage, cost, charge, expense or other liability however suffered, paid or
incurred by or threatened against In2Steel in relation to or arising out of or inconsequence of any action, proceeding, claim or demand which is or may be brought,
made or prosecuted or threatened against In2Steel in respect of any loss or damage to property, loss of life or personal injury or other loss whatsoever that may
arise in any way from this Agreement.
27.3 Client releases In2Steel from all claims, actions, causes of action, proceedings and demands which Client now has or but for this paragraph would or might at
any time in the future have against In2Steel and all present or future liability of In2Steel to Client however caused in relation to or arising out of or in consequence
of the Services and or this Agreement. Client agrees not to make or commence or threaten to make or commence any claim, action, cause of action, proceeding or
demand referred to in this paragraph.
28 Confidentiality
28.1 Client shall not except as authorised by In2Steel, reveal to any person or company any of the trade secrets, operations, processes, techniques, manufactured product designs,
dealings, or any information concerning the organisation, business, or affairs of In2Steel which may come to Client’s knowledge and shall keep with complete secrecy all
confidential information and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to In2Steel or
may be likely to do so. This restriction shall continue to apply after the period of this Agreement without limit but shall cease to apply to information which comes into the
public domain.
28.2 Client shall sign a confidentiality deed in the form provided by In2Steel if required to do so by In2Steel.
29 Guarantee
29.1 The signatories on behalf of Client hereto, agree in all respects to personally guarantee the payment and performance by Client of the terms and conditions of this Contract.
30 General
30.1 The failure by In2Steel to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect In2Steel's right to
subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and
enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
30.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Western Australia in which In2Steel has its principal place of business,
and are subject to the jurisdiction of the Perth courts in Western Australia.
30.3 Subject to clause 17 In2Steel shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit)
suffered by the Client arising out of a breach by In2Steel of these terms and conditions (alternatively In2Steel's liability shall be limited to damages which under no
circumstances shall exceed the Price of the Goods).
30.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by In2Steel nor to withhold payment
of any invoice because part of that invoice is in dispute.
30.5 In2Steel may license or sub‐contract all or any part of its rights and obligations without the Client's consent.
30.6 The Client agrees that In2Steel may amend these terms and conditions at any time. If In2Steel makes a change to these terms and conditions, then that change
will take effect from the date on which In2Steel notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further
request for In2Steel to provide Goods to the Client or does not respond to In2Steel and notify In2Steel that it does not accept the changes.
30.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock‐out, industrial action, fire, flood, storm or other event beyond the reasonable
control of either party.
30.8 The Client warrants that it has the power to enter into this Agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this
Agreement creates binding and valid legal obligations on it.
If you have any queries or complaints about our Terms and Conditions of Sale, please contact us at:
In2steel Pty Ltd
info@in2steel.com.au
08 9583 3596
