Trading Terms & Conditions

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

1.11

1.12

1.13

1.14

1.15

1.16

2.1

These Terms, together with a Quotation and an accompanying Order, constitute the entire contract between Safety Network and the Customer (Contract).  To the extent of an inconsistency between these Terms and an Order, these Terms shall prevail.

2.2

No communication (written or verbal) between Safety Network and the Customer shall modify or vary these Terms unless such modification or variation is in writing and signed by Safety Network.

2.3

If the Customer constitutes more than one person, these terms and conditions bind each of them jointly and severally.

3.1

Each Order placed by the Customer in response to a Quotation received will be considered valid when placed verbally or in writing.

3.2

Any person who places an Order on behalf of a Customer warrants that they are duly authorised to do so and that, by placing an Order, the Customer is deemed to have read and understood these Terms.

3.3

All prices are based on taxes and statutory charges current at the time a Quotation is provided.  Should these vary from the date of a Quotation and the date an Order is placed, the difference will become the responsibility of the Customer.

3.4

Safety Network may agree to provide, on request from the Customer, additional/alternate Goods and/or Services not included in a Quotation or Order.  In such an event, Safety Network shall be entitled to increase the Price for the Goods and/or Services.

4.1

A Quotation provided by Safety Network shall expire 30 days after the date the Quotation is provided however Safety Network reserves the right to vary any Price quoted by Safety Network prior to any Order being placed.

4.2

Subject to other rights under these Terms, Safety Network may revise the Price which are the subject of an Order, at any time after that Order was placed, to take into account any rise in costs to Safety Network in supplying the Goods and/or Services the subject of that Order, after the date that Order was placed, or as a result of any additional product or work which Safety Network determines is required in order to fulfil the Order, and in that case, Safety Network will notify the Customer of the revised Price as soon as practicable after Safety Network becomes aware of the rise in costs to Safety Network.

4.3

Safety Network reserves the right to change the Price in the event of a variation to an Order.

5.1

Any obligation of Safety Network to supply Goods and/or Services is subject to its ability to secure supply of the Goods and/or provision of the Services.

5.2

Safety Network shall not be liable in any way for failure to deliver the Goods and/or Services within the stated time and the Customer may not reject the Goods and/or Services on account of such failure to deliver within the stated time.

5.3

Safety Network shall not be liable for any failure to supply or deliver the Goods and/or Services due to a Force Majeure Event.

5.4

If for any reason Safety Network is unable to perform its obligations under a Contract, then Safety Network may at any time by notice in writing to the Customer cancel the Order whereupon the Contract will be at an end and neither party will have any claim against the other.

6.1

The Customer represents that it is either the owner of the Premises or has authority of the Premises owner for delivery of the Goods to or at the Premises.

6.2

Delivery of the Goods shall be deemed to be complete when the Goods are collected by the Customer or are delivered to the Customer to the Premises or to the carrier as nominated by Safety Network and/or Customer.

6.3

The Customer shall ensure that, for the purposes of delivery, the Customer (or a representative nominated by the Customer) shall be present at the Premises at all times during delivery of the Goods, shall ensure that adequate instruction is provided to Safety Network in connection with the precise location and position of the Goods to be delivered, and shall sign all documents as required by the Supplier evidencing delivery of the Goods to the Customer.

6.4

If for whatever reason Safety Network is unable to deliver the Goods at the Premises, the Customer must nominate an alternate delivery time and address. In all such cases, the Customer shall be liable to Safety Network for all additional delivery, storage, handling and associated costs and expenses incurred as a result and as advised by Safety Network.

6.5

The Customer is responsible for ensuring that the Goods are secured at the Premises and warrants that it will be solely responsible for any loss, damage or theft of the Goods delivered by Safety Network to the Premises.

6.6

Safety Network shall not be liable for any delay in the delivery of Goods due to matters beyond its control or a failure of the Customer to comply with these Terms.

6.7

Nothing in these Terms shall affect Safety Network’s right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with its obligations under the Contract.

7.1

Safety Network will provide the Services at the times, location, frequency and manner as specified in the Quotation or otherwise agreed (verbally or in writing) by Safety Networks.

7.2

Safety Network will perform the Services in a competent and professional manner and in accordance with these Terms and may perform the Services via a third party engaged by Safety Network.

7.3

The Services may be varied as agreed (verbally or in writing) between Safety Network and the Customer.

7.4

The Customer will ensure that Safety Network has access to all sites and buildings as required by or necessary for it to undertake the Services. Notwithstanding any other provision in these Terms, Safety Network will have no liability to the Customer to the extent that the performance of the Services is not able to be undertaken (in whole or in part) due to access to any relevant sites or buildings being prevented or delayed due to safety or health concerns associated with such access.

7.5

Where the Services include training, if the Customer cancels or varies the agreed date on which training is to be provided by Safety Networks (Training Date), Safety Networks may charge the Customer a cancellation fee which is equivalent to:

7.6

In providing the Services, Safety Network will rely on information provided to Safety Network by the Customer or third party engaged by Safety Network. Safety Network makes no representation or warranty regarding the completeness or accuracy of any descriptions or conclusions provided by it which is based on information supplied to it by the Customer or third party engaged by Safety Network during provision of the Services. The Customer releases and indemnifies Safety Network from and against all Claims arising from errors, omissions or inaccuracies in documents or other information provided to Safety Network by the Customer or third party engaged by Safety Network.

7.7

Without limiting the generality of clause 16, Safety Network shall not be liable to the Customer or any other person for any Claim including with regard to any direct, indirect or consequential loss (including loss of profits, business, revenue, opportunity, or loss arising from any failure, breakdown, defect or deficiency in the Services), which relates directly or indirectly to:

In the event that the Services, or any part of the Services, do not comply with description of the Services set out in the Quotation or are defective, Safety Networks, in its absolute discretion, may either re-supply the defective Services at no cost to the Customer or refund the Price paid (or a portion of the Price paid) which relates to defective Services.

9.1

The Customer must, on delivery of the Goods to the Premises, check:

9.2

Safety Network will not be required to consider any claim by the Customer in respect of any of the matters referred to in clause 9.1 or any other claim in respect of any delivered Goods, and the Customer will be deemed to have accepted the Goods as having been supplied:

10.1

Goods are at the Customer’s risk from collection or delivery but title in Goods supplied to the Customer will not pass to the Customer until all monies owing with respect to those Goods, together with all other monies owing by the Customer to Safety Network, has been fully paid. Until such time the Customer has custody of the Goods as fiduciary agent and bailee of Safety Network.

10.2

Until Goods have been paid for in full the Customer:

10.3

If any payment (including by way of cheque) proffered by the Customer, or by any third party in payment of the Price, is dishonoured, Safety Network may treat the dishonour as a repudiation of the Contract and elect to terminate the Contract in which case Safety Network is entitled to compensation for all loss or damage suffered by Safety Network as a consequence.

10.4

The Customer irrevocably authorises Safety Network at any time, to enter the premises upon which the Goods are stored to enable Safety Network to (a) inspect the Goods, or (b) to retake possession of the Goods where the Customer has breached these Terms.

10.5

The Customer acknowledges that the PPSA applies to all transactions pursuant to these Terms (or otherwise) and grants a security interest in all present and after acquired Goods as security for all monies now and in the future owing by the Customer to Safety Network.

10.6

The Customer agrees to do all such things and sign all such documents as are necessary and reasonably required to enable Safety Network to acquire a perfected security interest in all Goods supplied, and to provide such information as is required to enable registration of a Purchase Money Security Interest (PMSI) under the PPSA.

10.7

The Customer acknowledges that a PMSI is granted in priority to all other creditors by the Customer in favour of Safety Network and in all Goods that are supplied from time to time as security for the Customer’s obligations to Safety Network.

10.8

The Customer indemnifies Safety Network for any liability for any costs of registration, maintenance, enforcement or discharge or security interest and such other costs and expenses as Safety Network may incur.

10.9

The Customer agrees to waive or exclude such sections of the PPSA as Safety Network may require, subject to those sections being capable of exclusion.

11.1

A Customer must make full payment of the Price in the following manner (unless Safety Network has otherwise agreed in writing):

Credit

11.4

A Customer may apply to become an account Customer by completing and providing to Safety Network a Credit Application Form.

11.5

The Customer acknowledges and agrees that these Terms comprise and form part of the Credit Application Form.

11.6

Credit will only be granted at the sole discretion of Safety Network and the Customer acknowledges that Safety Network has no obligation to provide or continue to provide any credit facility to the Customer.  The Customer is not entitled to any credit facility until it receives written notification from Safety Network to that effect and Safety Network may, at any time, reduce, vary or terminate any credit facility. Any credit limit or other term that may apply from time to time in respect of any credit facility does not constitute a provision of these Terms or any Contract between Safety Network and the Customer.

11.7

Without limiting the above:

11.8

In the event that Safety Network reduces, varies or terminates any credit facility, the Customer agrees that any and all monies owing on account to Safety Network shall become immediately due and payable.

11.9

The Customer declares that any credit to be provided to it by Safety Network is to be applied wholly or predominantly for (a) business purposes, and/or (b) investment purposes other than investment in residential property, and acknowledges that this declaration may result in loss of protections under the National Credit Code.

12.1

The Website identifies Goods and Services offered by Safety Network from time to time.  All purchases of Goods and/or Services from Safety Network via the Website are subject to these Terms.

12.2

All content included in or made available through the Website such as text, graphics, logos, images, audio clips, digital downloads and data compilations is the property of Safety Network or its content suppliers and is protected by Australian and international copyright and authors’ rights laws and (where applicable) database right laws.

12.3

Other than in accordance with these Terms, a person (including a Customer) may not copy, extract and/or re-utilise any content of the Website without Safety Network’s written consent.

12.4

Safety Network disclaims, and does not make, any representation or warranty of any kind in respect of the Website, including without limitation any representation or warranty that it is (or they are) free of viruses or other harmful components, that the Customer’s use of the Website will be uninterrupted or error-free, or as to the suitability or availability of the Website.  Safety Network will not be responsible for losses arising from the unavailability of, or the Customer’s inability to use the Website, or any other loss or damage of any kind whatsoever including without limitation, any indirect or consequential loss (including loss of profits, business, revenue, opportunity, goodwill, or loss arising from any failure, breakdown, defect or deficiency in the Website) even if due to the negligence of Safety Network.

12.6

Safety Network reserves the right to cease providing, change or alter any service or function under the Website at any time. A Customer’s access to the Website may be suspended, restricted or cancelled at any time at the sole discretion of Safety Network including, but not limited to, for necessary business operational reasons.

13.1

The Customer acknowledges and agrees that, to the extent that the supply of Goods and/or Services by Safety Network to it is subject to GST, the Customer shall, unless the Price expressly states that GST is included, pay an additional amount to Safety Network equal to GST with respect to such supply.  Additionally, the Customer must pay to Safety Network all other charges, duties, imposts, taxes and similar amounts payable in relation to the supply of all Goods and/or Services by Safety Network to the Customer.

13.1

The Customer acknowledges and agrees that, to the extent that the supply of Goods and/or Services by Safety Network to it is subject to GST, the Customer shall, unless the Price expressly states that GST is included, pay an additional amount to Safety Network equal to GST with respect to such supply.  Additionally, the Customer must pay to Safety Network all other charges, duties, imposts, taxes and similar amounts payable in relation to the supply of all Goods and/or Services by Safety Network to the Customer.

14.1

The Customer is not entitled to defer, offset or withhold payment in whole or in part for any reason unless agreed to by Safety Network in writing.

14.2

If at any time any monies are overdue, then at the option of Safety Network all monies (including any account balance pursuant to a credit facility granted to the Customer) shall become immediately due and payable by the Customer.

14.3

Safety Network may charge interest on all overdue accounts calculated on a daily basis until paid in full at the rate prescribed by the Penalty Interest Rates Act 1983 and to charge for any expenses incurred in collecting or attempting to collect any overdue monies, including any debt collector’s expenses and/or legal costs incurred, or to be incurred.

14.4

Safety Network may charge an administration fee for any payment made by credit card and the amount to be charged will be advised to the Customer.

14.5

A certificate signed by an authorised representative of Safety Network shall be prima facie evidence of the amount of indebtedness of the Customer to Safety Network at that time.

14.6

The Customer is liable to pay to Safety Network and Safety Network may recover in full from the Customer all costs, expenses and disbursements incurred and/or payable by Safety Network (including debt collection agency fees and legal costs of a solicitor and own client basis) arising from or as a result of Safety Network’s exercising or enforcing or seeking or exercise or enforce a right under these Terms, and in particular, in collecting or attempting to collect amounts due to Safety Network. Such costs, expenses and disbursements may be recovered by Safety Network from the Customer as a liquidated debt. Safety Network may apply payments received from the Customer firstly to any costs, expenses and disbursements, then to interest and then to other amounts owed by the Customer.

14.7

The Customer shall have no right of set-off in any claim or proceeding brought by Safety Network against the Customer for any default in payment and the Customer acknowledges that Safety Network may produce these Terms in any claim by the Customer for set-off.

15.1

The Customer must ensure that the Goods are suitable for their intended purpose and warrants and represents that the Goods, the subject of an Order, are both suitable for their intended purpose and shall conform with all legal requirements associated with that intended purpose.

15.2

The Customer is responsible to ensure that Safety Network is made aware in writing of any specific requirements pertaining to the Goods prior to any Order placed.  Safety Network shall not be liable for any damage, loss or injury suffered as a consequence of any inaccurate or insufficient information concerning such requirements as provided by the Customer in writing.

15.3

Safety Network shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is expressly stated in the Quotation the subject of the Goods, and the Customer acknowledges and agrees that it has not relied on, nor will it rely on, any representation or warranty with respect to the merchantable quality, description, quality, suitability or fitness for purpose of the Goods unless expressly provided for in the Quotation.

15.4

The Customer must inspect the Goods on delivery to ensure that the Goods conform to the Customer’s requirements.  Safety Network shall not be liable for any shortage, discrepancy, defect, incorrect specification, unsuitability (or similar) unless the Customer has notified the Suppler within 7 days of delivery.

15.5

Safety Network shall not be liable for damage, loss or injury suffered as a result of any person failing to follow instructions relating to Goods, modifying the Goods, failing to appropriately maintain, service or store them or using them for a purpose not disclosed to Safety Network in writing in accordance with these Terms.

16.1

The only conditions, guarantees and warranties which are binding on Safety Network in respect of the state, quality, condition, suitability or fitness of the Goods and/or Services are those imposed and required to be binding by statute (including the Australian Consumer Law) which cannot be excluded.  All other conditions, guarantees and warranties whether express or implied by law in respect of the state, quality or condition of the Goods and/or Services which may apart from this clause be binding on Safety Network are hereby expressly excluded.

16.2

To the extent permitted by law, the liability, if any, of Safety Network arising from the breach of such conditions, guarantees or warranties shall, at Safety Network’s option, be limited to and completely discharged by the replacement or repair by Safety Network (in the case of Goods), the re-supply by Safety Network (in the case of Services), or the granting of credit in favour of the Customer up to the value of the Goods and/or Services.  The Customer acknowledges and agrees that Safety Network has no liability to any person for any loss or damage of any kind whatsoever including without limitation, for any costs associated with replacing or rectifying the Goods and/or Services other than Safety Network’s actual costs associated with same, or any indirect or consequential loss (including loss of profits, business, revenue, opportunity, goodwill, or loss arising from any failure, breakdown, defect or deficiency in the Goods and/or Services) even if due to the negligence of Safety Network arising out of or in connection with the Goods and/or Services.

Cancellation by Safety Network

17.1

Without limiting other rights provided for in these Terms, Safety Network may cancel any Order, or cancel delivery of Goods or supply of Services, the subject of an Order, at any time before delivery by written notice to the Customer. On the giving of such notice Safety Network shall repay to the Customer any sums paid in respect of the Price.  Safety Network shall not be liable for any loss or damage or consequential loss or damage whatever arising from such cancellation.

17.2

Safety Network may cancel all or any part of any Order which remains unfulfilled and all amounts owing to Safety Network by the Customer shall, whether or not due for payment, become immediately payable in the event that (a) any monies due and payable to Safety Network become overdue, or (b) the Customer becomes subject to an Insolvency Event.

Cancellation or delay by Customer

17.3

The Customer is not entitled to cancel or delay any Order once accepted by Safety Network unless expressly agreed to by Safety Network in writing.

17.4

In the event that the Customer (unless as permitted in accordance with these Terms):

the Customer shall be required to pay to Safety Network an amount equal to:

Goods may not be returned by the Customer to Safety Network unless agreed to by Safety Network in writing (in its sole discretion) and upon such conditions as it sees fit, prior to return of the Goods. The return of Goods is entirely at the Customer’s risk and upon the return of Goods the Customer must pay to Safety Network on request a re-stocking charge of 35% (or such other amount) of the Price of the Goods returned.

These Terms shall be construed according to the laws of Victoria and all disputes arising as and between Safety Network and the Customer shall be determined by the Courts in that State.

20.1

Safety Network collects the personal information of the Customer to enable it to provide a Quotation for its Goods and/or Services and to provide those Goods and/or Services to the Customer.  Safety Network may disclose the personal information of the Customer to third parties that assist in providing the Goods and/or Services.

20.2

Where Goods and/or Services are supplied, or intended to be supplied, to the Customer on credit the Customer authorises Safety Network, its employees and agents to make such enquiries as it deems necessary to investigate the creditworthiness of the Customer including (without limitation) making enquiries with trade referees, financial institutions, credit providers and credit reporting agencies and the Customer authorises the disclosure of all such information obtained to Safety Network.  Without limiting this clause the Customer agrees to:

21.1

These Terms (and any Contract as and between Safety Network and the Customer) constitute the whole agreement made between Safety Network and the Customer. Without limiting the above, any provision contrary to the Terms which appear in an order form, purchase order or other communication issued by the Customer at any time shall be null and void and of no legal effect.

21.2

These Terms can only be amended in writing signed by each of the parties.

21.3

The Customer expressly waives all prior discussions, communications, negotiations and representations that may have been made by Safety Network that are in conflict with these Terms (and any Contract as and between Safety Network and the Customer).

22.1

If any provision of these Terms shall be declared or held to be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions of these Terms shall not be affected, prejudiced or impaired and the offending provision shall be deemed as severed from these Terms.

22.2

Safety Network may assign, license or sub-contract out all or any part of its rights and obligations under a Contract at any time without the Customer’s consent.

22.3

A failure by Safety Network to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect Safety Network’s right to subsequently enforce that provision.

22.4

These Terms (or any part of these Terms) shall be available at the Website and may be amended, modified, added to or deleted at any time by Safety Network. Any such amendment, modification, addition or deletion to these Terms shall be legally effective from the date the amended Terms are displayed at the Website.