LAPS SECURITY PTY LTD
STANDARD CONDITIONS OF SALE
LAPS SECURITY PTY LTD (“LAPS”)
STANDARD CONDITIONS OF SALE
All sales of LAPS Goods and Services shall be subject to these Standard Conditions of Sale unless otherwise agreed
in writing.
1. QUOTATION VALIDITY
(a)
Unless otherwise stated our Quotation shall be fixed for a period of 30 days from the date of the
Quotation and is thereafter subject to change without notice. The Quotation Price is based on the
provision of the entirety of the Goods and / or Services as stated in the Quotation and includes only those
Goods and / or Services as stated in the Quotation.
2. GOODS AND SERVICES TAX
(a)
Unless otherwise stated, the price quoted by LAPS is net and exclusive of GST. All GST on taxable
supplies shall be payable by the Purchaser to LAPS.
(b)
In this clause:
i.
“GST” means the tax payable on Taxable Supplies under the GST Legislation.
3. TRANSFERRING OF TITLE AND PPSA
(a)
Ownership in and title to any of the goods or materials supplied pursuant to this Quotation shall remain
with LAPS until such time as full payment has been received for all goods and / or materials and / or
services covered by this Quotation but risk shall pass to the Purchaser on delivery.
(b)
Upon or at any time after a default in payment, LAPS shall have the right, with or without prior notice, to
recover possession of the whole or any part of the goods (and the Purchaser agrees that LAPS may enter
any premises occupied by the Purchaser to satisfy that purpose) without prejudice to other rights and
remedies.
(c)
The Purchaser acknowledges that LAPS will have one or more security interests for the purpose of the
PPSA and that:
i. LAPS may register any security interest contemplated by this Contract on the PPS Register in any
manner LAPS chooses;
ii. The Purchaser irrevocably and unconditionally waives its right to receive notice of a verification
statement under section 157 PPSA;
iii. The Purchaser agrees that sections 95, 121(4), 125, 130, 132(3)(d), 132(4) and 135 of the PPSA
shall not apply to any collateral arising from or in connection with this Contract;
iv.
The Purchaser shall promptly take any steps, or provide any such information and execute and
deliver any such documents, as LAPS reasonably requires to perfect or otherwise protect and
enforce the security interests granted to LAPS by the Purchaser or under this Contract.
(d)
The Purchaser warrants and agrees that the goods are not, and will not become, a fixture for the
purposes of the PPSA until 14 days after payment in full has been made for the goods. LAPS shall be
entitled to remove the goods from any premises owned, occupied or accessed by the Purchaser (whether
or not the goods are affixed) following a default by the Purchaser under this Contract, and the Purchaser
agrees:
i. To procure appropriate acknowledgements from any owner, landlord or mortgagee of the
premises to ensure that LAPS’s interest in the goods, its rights to remove the goods from the
premises, and its right to enter the premises for that purpose, are acknowledged; and
ii. To detach, or procure the detachment of, the goods from the premises following a default by the
Purchaser under this Contract.
4. DELIVERY
(a)
Where no installation or erection by LAPS is required as part of this Contract, delivery shall be deemed to
have been completed as soon as the goods have been dispatched from our factory, stores or premises
to the Purchaser.
(b)
Where installation or erection by LAPS is required as part of this Contract, delivery shall be deemed to
have been completed as soon as the Goods are installed or erected on site and in working order.
(c)
In the event of the Purchaser being unable or unwilling to take delivery upon notification by LAPS that
LAPS is ready to effect delivery, the Purchaser shall nevertheless abide by the terms of payment. Where
the Contract does not require installation or erection, the Purchaser shall pay LAPS on request 0.5% of
the contract price as storage for each month or part thereof during which the Purchaser fails to take
delivery, as well as all reasonable sums incurred by LAPS for handling charges, insurance and the like.
(d)
If the Contract includes installation or erection and if LAPS is obliged to carry out test run of the installed
Goods supplied under the Contract, the Purchaser shall provide for LAPS to carry out the test
immediately upon completion of the installation or erection. If the test run cannot be carried within14 days
after completion of installation or erection for causes outside of LAPS’s control, LAPS obligations in
respect of the test run shall be deemed to be fulfilled.
(e)
LAPS shall make reasonable efforts to comply with requested times of delivery of goods and / or
installation.
(f)
LAPS does not guarantee time of delivery of goods and / or installation. LAPS shall not be liable for any
losses or damages arising out of delay of delivery of goods and / or performance of installation due to
industrial action, vehicle breakdown, traffic delays, inclement weather and / or any other cause outside of
LAPS’s control.
5. INSPECTION AND ACCEPTANCE OF GOODS
(a)
The Purchaser is obliged to carry out their inspection of Goods upon delivery and prior to installation by
LAPS and to sign a delivery receipt which shall constitute acceptance of the Goods by the Purchaser.
6. INSTALLATION SERVICES
(a)
Where installation is included:
i. It shall be the responsibility of the Purchaser to mark, or organise to be marked, all underground
services and / or supply current drawings of all underground services.
ii. The Purchaser understands and acknowledges the possibility of unidentified cables, pipes or
other equipment or underground services being encountered during concrete core drilling and /
or ground excavation and accepts full liability for any direct or indirect damage or loss that may
occur as a result of our Installers intercepting any unmarked underground cables, pipes,
equipment, underground services or any other buried objects. Upon request, LAPS may provide
underground radar services at additional cost to be borne by the Purchaser. Emergency
rectification or remediation measures to underground services intersected by LAPS shall be fully
reimbursed by the Purchaser.
iii. Footing detail drawings or other information supplied by LAPS are intended as a guide only to suit
most applications. Site-specific soil conditions may vary the size of the footing required.
(b)
Variations shall apply if:
i. LAPS’s Installers encounter any underground objects that delay or require the redesign and / or
movement of footings and / or product; or
ii. Additional equipment or labour is required that has not been identified on the Quotation; or
iii. Work is required outside of the Standard Site Hours; or
iv. Site inductions exceed one hour in total per person; or
v. Unreasonable restrictions or no access is provided to power or water; or
vi. Delays on site outside of LAPS’s control, prevent LAPS’s Installers from carrying out work; or
vii. Delays on site outside of LAPS’s control require LAPS’s Installers to return to site at a later time or
date; or
viii. Concrete reinforcement cutting, rock excavation or similar is required; or
ix. There are any other unexpected Site conditions.
7. PAYMENT
(a)
Any part-payment or deposit made in respect of this agreement shall be deemed as appropriated first
towards the cost of services with any remaining balance towards payment of goods.
(b)
LAPS is entitled to make weekly progress claims for payment for work completed on Site and / or for
goods or materials delivered to the Site but not yet installed.
(c)
Unless otherwise agreed expressly in writing, payment for goods shall be made prior to shipment, or
where specifically agreed on completion of the installation. Goods will not be left on site without payment
or a satisfactory arrangement as to payment.
(d)
Where goods are custom-made, a 35% to 50% deposit of the goods’ price is required before
manufacturing will commence. The balance of the goods’ price is payable on shipment.
(e)
Retentions will not be accepted unless agreed upon in writing prior to any Purchase Order being received
and annexed to that Purchase Order. LAPS reserves the right to adjust our Quotation where retention
monies are to be withheld.
(f)
Liquidated damages for any delay in delivery of goods or completion of works shall be payable by LAPS
at the rate of $100 per week for every week where the delivery or completion is later than the contract
date for delivery or completion, and shall be capped at a maximum amount of 2% of the Quotation value.
(g)
All payment claims are made under the Building and Construction Industry Payments Act in force in each
State or Territory.
8. RETURNS OR CANCELLATIONS
(a)
Returns shall only be accepted within 30 days of the date of invoice if the invoice, or selected Goods on
the invoice, are marked ‘Returns Permitted’. Credits will only be granted after inspection of goods.
Damaged goods will not be accepted.
(b)
All returns are subject to 15% re-stocking fee on product.
(c)
Returns or cancellations are not available on scissor lifts, concrete products, gates, stainless steel
turnstiles, retractable bollards, doors, products ordered from overseas, custom-made products or
products not held in stock by LAPS.
9. SITE WORKING HOURS
(a)
The Purchaser will provide, or cause to be provided, at its cost access to power and water, safe access,
hoisting and cranage, reasonable construction facilities, ablution facilities, site office and storage sheds
for LAPS’s Installers unless otherwise agreed.
(b)
The Purchaser will provide, or cause to be provided, sufficient access to the Site during the hours of 7am
and 5pm Monday to Friday and 8am and 2pm Saturday unless otherwise agreed (“Standard Site Hours”).
(c)
Unless otherwise specified in the Quotation, LAPS reserves the right to claim additional payments in
regard to site allowances and additional labour costs due to site or union requirements. Where LAPS
employees attend site but are unable to perform their duties due to site requirements, additional claims
will be made to cover the reasonable costs of returning to site.
10. WARRANTIES
(a)
LAPS warrants the equipment manufactured and installed by it to be free from defects in material and
workmanship for a period of 12 months commencing from the date of supply and / or installation. LAPS
will repair or replace at its option any product or part which it determines contains defective material and /
or workmanship. Replacement parts or repairs carried out by LAPS does not extend the original 12 month
warranty period.
(b)
LAPS warrants the labour works carried out by it for a period of 3 months commencing from the date of
commissioning where the site is less than 60 minutes drive from the location of our permanent offices in
each State or Territory.
(c)
LAPS’s warranty does not extend to fair wear and tear, negligent or otherwise incorrect use of our
product. Fault or failure caused, or indirectly caused, by acts of God, terrorism, accidental damage,
maltreatment or interference with the goods is specifically excluded. LAPS shall not be liable for any
special indirect, incidental or consequential damages or any kind or nature.
(d)
This warranty is in lieu of all other warranties either expressed or implied.
(e)
Where installation of goods is not effected by LAPS, installation of goods must be in accordance with
LAPS’s installation, operation and maintenance instructions.
(f)
The Purchaser acknowledges and agrees:
i. That it is satisfied that the goods are suitable for its intended purpose;
ii. That in all matters relating to the goods, the Purchase has relied and will rely entirely upon the
Purchaser’s own judgement;
iii. That no warranty as to fitness for purpose will apply to this contract.
iv. That to the maximum extent permitted by law, any implied warranty or condition, whether in
equity, under statute or otherwise at law, and whether as to the quality, state, condition or fitness
of any particular purpose or as to any other matter or thing whatsoever is hereby expressly
excluded from this contract.
11. INTELLECTUAL PROPERTY
(a)
All drawings, blueprints, sketches, specifications, quotations, tooling and copies of any kind whatsoever
supplied by LAPS to the Purchaser remain the property of LAPS and shall not be copied or used by the
Purchaser for any purpose other than for fulfilling its obligations under the Order. Unless otherwise
agreed, all such drawings, blueprints, sketches, specifications, tooling and copies thereof must be
returned to LAPS with the delivery of the Goods.
(b)
All patent, design rights, trade marks, copyright, original works and any other intellectual property in any
design, specification, process, method of working or other information relating to the Goods, including
that provided by the Purchaser to LAPS associated with the supply of the Goods, shall remain the
property of LAPS.
(c)
The Purchaser agrees that it will not now or at any time in the future reproduce for or sell to any person
or corporation other than LAPS, whether for profit or otherwise, Goods or any part of the work in progress
manufactured by the Purchaser to specifications provided by LAPS or its related entities. The Purchaser
shall not divulge to any other person or corporation any information, specifications, drawings or other
intellectual property received from or provided by LAPS or its related entities without the prior written
consent of LAPS.
12. ALTERNATIVE DISPUTE RESOLUTION
(a)
A party claiming that a dispute has arisen under this Contract shall within five (5) Business Days of the
dispute arising, give written notice to the other party providing particulars of the dispute and nominating a
person with authority to settle the dispute and the other party shall within three (3) Business Days give
written notice to the first party of its representative with authority to settle the dispute.
(b)
The authorised persons shall meet at least once within ten (10) Business Days of giving the notice of
dispute, in good faith and without prejudice, and seek to resolve the dispute.
(c)
If the dispute is not resolved within twenty (20) Business Days of giving the notice of dispute, either party
may within a further five (5) Business Days and by giving written notice to the other party refer the
dispute to arbitration under the Institute of Arbitrators and Mediators Australia Rules for the Conduct of
Commercial Arbitrations, where the arbitration shall be conducted in Sydney, New South Wales.
(d)
Notwithstanding the existence of a dispute, both parties shall continue to perform their obligations under
the Contract.
13. TIME BAR FOR CLAIMS
(a)
Unless this Contract expressly states otherwise, LAPS shall not be liable for any Claim by the Supplier
arising out of or associated with the Contract, unless the Supplier has given notice to LAPS in writing
including to the maximum extent practicable particulars of the event or circumstances on which the claim
is or will be based, the provision of the Contract or other basis for the claim or proposed claim, and the
quantum or likely quantum of the claim within seven (7) days of the claim arising.
(b)
Nothing in clause limits the operation or effects of any other provision for notice, time-bar, condition
precedent or limitation or exclusion clause in the Contract.
(c)
Any notice to a party shall be sufficiently served by posting it by registered pre-paid mail to or leaving it at
the address shown on the Order, and shall be deemed to have been received on the date two (2)
Business Days after posting.
14. GENERAL
(a)
The law governing this Contract and its interpretation is the law of the State of New South Wales.
(b)
Unless modified in writing and signed by both parties by persons having authority to sign the same, these
Standard Conditions of Sale together with the Quotation constitutes the entire agreement between LAPS
and the Purchaser and supersedes all prior or contemporaneous, oral or written contracts, agreements or
understandings of the parties relating to the Quotation.
(c)
The Purchaser acknowledges and agrees that advice, recommendation, information, assistance or
service provided by LAPS or its employees in relation to goods or services sold or installed by it and their
use or application is provided solely to assist the Purchaser to make and rely upon their own enquiries.
The Purchaser further acknowledges and agrees that such advice, recommendation, information,
assistance or service is provided without liability or responsibility on the part of LAPS to the full extent
permitted under statute, equity or otherwise at law.
(d)
The Purchaser agrees that, regardless of any negligence on the part of LAPS, to release, hold harmless,
indemnify and keep indemnified LAPS, its successors and administrators, from and against all liabilities,
claims, damages, losses, costs and expenses of whatever nature, however occurring which may accrue
against or be suffered by LAPS arising out of or in any way connected with the performance of LAPS’s
services, unless caused by wilful misconduct of LAPS.
(e)
Any provision in this Contract which is illegal, void or unenforceable will be ineffective to the extent only
of such illegality, voidness or unenforceability and may be severed and such illegality, voidness or
unenforceability will not invalidate any other provision of this Contract.
(f)
Unless otherwise stated in writing the Quotation Price excludes any freight charges.
(g) LAPS will collect information from the website and store, save any personal information provided to be used for quotations, invoices and or sending messages to clients / potential customers. If you would like to be removed contact the office.
15. DEFINITIONS
In this Contract, except where the context otherwise requires:
Business Day means any day other than a Saturday, Sunday, statutory public holiday in the State in which the Site is
located, or the 27, 28, 29, 30 or 31 December.
Contract means these Standard Conditions of Sale together with the annexed Quotation.
Default includes but is not limited to failure to make a payment due and payable pursuant to the Contract or if any
other secured party seizes, or becomes entitled to seize, the goods or materials (whether under the PPSA or
otherwise).
LAPS means LAPS Security Pty Ltd (ABN 26 850 868 152).
PPSA means the Personal Property Securities Act 2009 (Cth). Words and expressions which are not defined in this
document but which have a defined meaning in the PPSA have that same meaning.
Quotation means the entire statement annexed to these Standard Conditions of Sale setting out the costs of goods
and / or services proposed by LAPS.
Quotation Price means the sum total of the cost of the goods and / or services offered by LAPS as set out in the
Quotation subject to adjustment as provided for in the Contract.
Site means the address where the goods are to be delivered and / or where the installation is to be carried out.
(g) LAPS will collect information from the website and store, save any personal information provided to be used for quotations, invoices and or sending messages to clients / potential customers. If you would like to be removed contact the office.
15. DEFINITIONS
In this Contract, except where the context otherwise requires:
Business Day means any day other than a Saturday, Sunday, statutory public holiday in the State in which the Site is
located, or the 27, 28, 29, 30 or 31 December.
Contract means these Standard Conditions of Sale together with the annexed Quotation.
Default includes but is not limited to failure to make a payment due and payable pursuant to the Contract or if any
other secured party seizes, or becomes entitled to seize, the goods or materials (whether under the PPSA or
otherwise).
LAPS means LAPS Security Pty Ltd (ABN 26 850 868 152).
PPSA means the Personal Property Securities Act 2009 (Cth). Words and expressions which are not defined in this
document but which have a defined meaning in the PPSA have that same meaning.
Quotation means the entire statement annexed to these Standard Conditions of Sale setting out the costs of goods
and / or services proposed by LAPS.
Quotation Price means the sum total of the cost of the goods and / or services offered by LAPS as set out in the
Quotation subject to adjustment as provided for in the Contract.
Site means the address where the goods are to be delivered and / or where the installation is to be carried out.