TERMS AND CONDITIONS OF SUPPLY

 

Smart Building Services Pty Ltd (‘SBS’ ‘we’, ‘our’ and ‘us’), a company registered in Australia, owns and operates the Shop.

These terms and conditions of supply (‘Terms and Conditions’) will apply to and govern your purchases of Goods from the Shop, together with any other terms and conditions which may be notified to you at the time of placing your Order. Please read these Terms and Conditions carefully before ordering any Goods and/or Services from the Shop.

By ordering Goods from the Shop, you agree to be bound by these Terms and Conditions and the Website Terms.

If you object to any of our Terms and Conditions or other notices in the Shop your sole option is to not proceed with the purchase of Goods from the Shop.

We reserve the right to change these Terms and Conditions. Any changes to these Terms and Conditions will be effective on the date they are published on our Website.

 

Definitions

1. In these Terms and Conditions:

“Agreement” means these Terms and Conditions together with any additional terms and conditions included by SBS in a quotation or invoice for Goods and/or Services supplied under these Terms and Conditions.

“Buyer” “you” “your” means any person or company who purchases Goods and/or Services from SBS via the Shop.

“Goods” means all goods to be supplied by SBS to the Buyer via the Shop.

“Order” means any Order placed by the Buyer with SBS via the Shop.

“Shop” means the SMART BUILDING SERVICES e-commerce store which you may access and purchase Goods and/or Services from, via the Website.

“Site” means the point of delivery for Goods as specified in any quotation provided by SBS to the Buyer or as otherwise specified by the Buyer when placing an Order.

“Services” means any ancillary services provided by SBS in relation to Goods such as providing designs or manufacturing proposals, arranging or procuring logistics and freight, delivery and commissioning or acceptance testing of Goods as specified in an Order.

“Website” means sbs.digital (including all password protected areas) and any subdomains, all related top-level domains, mobile sites, apps, APIs and widgets.

“Website Terms” means the terms of use of the Website (available at sbs.digital) as amended from time to time.

 

Preliminary

2. This Agreement overrides any inconsistent terms or conditions in any document or communication used by the Buyer in relation to the supply of the Goods and/or Services or any earlier course of dealing. This applies even if any Order, delivery receipt or any other document contains a similar condition to this one or if SBS fails to object to any term or condition the Buyer purports to include in its agreement with

 

Account

3. In order to purchase Goods from our Shop, you must create an account with us. If you create an account with us, you are responsible for keeping your user name and password secure and are responsible for all use and activity carried out under your user name, including all purchases made through your account from the Shop.
4. If you wish to buy products from the Shop, you must:
   1. provide your name, business name and address, phone number, email address, payment details, billing address and other required information;
   2. provide a shipping address;
   3. be aged 18 years or over, be legally capable of entering into binding contracts and the owner or authorised holder of a valid debit/credit card, if paying for the products with a debit/credit card; and
   4. read and accept these Terms.
5. You agree to provide current, complete and accurate purchase and account information for all purchases made at via the Shop. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

 

Quotations and Orders

6. Supply and delivery of Goods and/or Services will only be made against an Order. You may place an order by clicking on the "ADD TO CART" button and proceeding to the checkout page. Placement of an Order by the Buyer constitutes an offer to form an agreement with SBS, which agreement is formed upon acceptance by SBS of an Order. SBS is not under an obligation to accept an Order. Once you have submitted and confirmed your Order, we will send you an acknowledgement email confirming receipt of your order. This email will only be an acknowledgement and will not constitute acceptance of your Order. In the event of a dispute, SBS’s internal records will be conclusive evidence of the details of the Order, when the Agreement was formed and the Goods and/or Services supplied by SBS.
7. The Goods listed in the Shop are not an offer to sell but an invitation to treat only. We may choose to reject all or part of an Order in our sole discretion for any reason, including without limitation in the case of abnormal orders and orders which we suspect are not placed in good faith or for personal or business use (including where we suspect you might resell Goods to other customers), or orders in response to incorrect offers or information in the Shop made as a result of human, system or technology error (including errors in the image, description or price).
8. Once accepted, an Order can only be cancelled by agreement and then only upon terms which will indemnify SBS against any loss. Once accepted, Orders for Goods specifically procured, designed or manufactured for the Buyer or to the Buyer’s specifications cannot be cancelled.

 

Permits and Approval

9. Acceptance of an Order for Goods shall be subject to and conditional upon SBS obtaining any necessary import or export or other approval or licence. The Buyer must reimburse SBS for the cost of obtaining any such approval or licence.
10. Unless otherwise agreed it shall be the Buyer's responsibility to obtain and provide any access, services, facilities, permits, approvals or licences as may be necessary or required for the performance of Services by SBS.

Information and publications

11. Unless otherwise agreed all specifications, drawings and particulars of dimensions and performance characteristics provided or made available by SBS to the Buyer (including via the Shop) are approximate only and descriptions and illustrations contained in catalogues, price lists and other written material are intended merely to present a general idea of the Goods described therein and none of this information or such documents form part of this Agreement.

 

Modifications and changes

12. We reserve the right at any time to modify or discontinue any Goods or Services (or any part or content thereof) without notice at any time.

 

Delivery

13. The Buyer must pay the cost of freight from SBS’s factory to the Buyer’s nominated Site.
14. If SBS prepays freight, insurance, customs and import duties (if any), landing and delivery charges and all other charges in connection with shipment and delivery of the Goods, then the Buyer must reimburse SBS for all such charges.
15. SBS’s delivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of SBS’s acceptance of the Order.
16. SBS will not be held responsible for any delay arising from causes beyond its reasonable control. The Buyer's receipt of Goods delivered shall constitute a waiver of any claim for delay.
17. The Buyer agrees that:-
    1. SBS shall be entitled to make part deliveries of any Order;
    2. failure to make a delivery of the total Order shall not invalidate the Order as regards other deliveries;
    3. if SBS makes part delivery, SBS may issue an invoice for the Goods delivered on each separate delivery; and
    4. SBS shall have no obligation to make any further delivery until such time as any monies outstanding by the Buyer to SBS for any previous deliveries have been paid for in full.
18. Other than as expressly provided for in this Agreement, SBS shall have no liability whatsoever for any direct, indirect or consequential damage or loss arising from non-delivery or any delays in delivery of Goods.

 

Acceptance and Return of Goods

19. The Buyer will be responsible for immediate examination of the Goods after delivery or installation at the Site and to the maximum extent permitted by law, SBS will not be liable for any claim for which it would otherwise be liable in respect of damaged Goods including Goods damaged in the course of transit unless particulars of such claim are notified to SBS in writing within three business days after delivery of the Goods at the Site.
20. The Buyer shall be deemed to have accepted the Goods to be of the description, quality and quantity ordered unless particulars of any claim are notified to SBS in accordance with clause 19.
21. To the maximum extent permitted by law, SBS will not accept return of Goods unless such return is authorised by SBS. A re-stocking fee may be charged to the Buyer where applicable.
22. To the maximum extent permitted by law, Goods specifically procured, designed or manufactured for the Buyer or to Buyer's specifications, are not returnable.

 

Services

23. Unless otherwise agreed, all Services will be performed during SBS’s normal business hours.
24. In the event that:-
    1. performance of the Services is delayed due to inadequate preparation of the Site by the Buyer or other delay caused by the Buyer or any cause beyond the reasonable control of the SBS;
    2. SBS is required to perform Services in circumstances other than those expressly or reasonably assumed or contemplated for the performance of services of a similar nature to the Services; or
    3. there is a change in the nature or complexity of the Services,

then SBS shall be entitled to payment from the Buyer of an additional charge on a time and materials basis in respect of any additional resources reasonably utilised in order for SBS’s to provide the Services.

 

Pricing and Payment

25. The price for the Goods and Services shall be the price in effect at the time your Order is placed and will be set out in your order confirmation email and in your shipping confirmation email. Unless otherwise agreed in writing, prices will be in Australian Dollars.
26. Prices contained in any quotation provided by SBS for Goods or Services are estimates only and are made on the basis of costs existing as at the date of the quotation including costs of materials, parts, equipment required to be purchased as component parts, goods transport and labo
27. All price-lists and quotations provided by SBS from time to time are based on the costs of manufacture, prices and availability at that time and the Buyer acknowledges and agrees that these prices are subject to variation and that the final prices for Goods and/or Services stipulated in invoices issued by SBS are binding.
28. Subject to the Australian Consumer Law, all payments made under this Agreement are non-refundable.
29. Payment must be made by one of the methods selected by the Buyer during the checkout process (being VISA, MasterCard, Paypal). The name on the card must be the same as the name of the person placing the Order. 
30. If we do not receive the authorisation that the payment has been processed we reserve the right to cancel your Order. The value of the purchase will be settled from the applicable card or payment method when the Order is placed.
31. The Buyer will be notified if a payment cannot be processed. The Buyer will then need to contact its card issuer and endeavour to resolve the issue.
32. If there is a pricing error, whether on the Website, in the Shop or in any confirmation emails or otherwise, then to the extent permitted by law we have the right to correct such error and charge the correct price or cancel the Order. If the actual price is more than the amount shown on your order confirmation email, we will contact you with the correct price before processing your Order, and your sole remedy if such error occurs is to cancel your order. If the pricing error is obvious, you agree that we are under no obligation to provide a product to you at an incorrect (lower) price even after we have sent you a shipping confirmation email.
33. Separate charges for shipping, handling and GST or other taxes will be shown in your order receipt confirmation email and can be viewed during the checkout process before finalising your Order.

 

Title and risk

34. Risk in the Goods shall pass to the Buyer at the time of delivery at the Site.
35. Full legal title to Goods will pass to the Buyer when all amounts due in respect of the ordered Goods have been paid in full and the Buyer has received the shipping confirmation email.

 

Warranty

36. Goods are covered by such warranty as is specified by the manufacturer and supplied subject to the product standards detailed by the manufacturer which shall apply to the sale of the Goods.
37. The Buyer shall immediately notify SBS in writing upon discovery of any defect in the goods. The Buyer shall not carry out any remedial work to alleged defective goods without first obtaining the written consent of SBS so to do.
38. To the maximum extent permitted by law, all conditions and warranties that may be implied by law into this Agreement are expressly excluded.
39. To the maximum extent permitted by law, SBS’s liability for Goods manufactured or supplied by it and Services supplied by it is limited to making good any defects by repairing the Goods or at the SBS’s option, replacing the Goods or re-supplying the Services provided that:-
    1. the Goods or defective parts of the Goods have been returned to SBS by prepaid delivery at the Buyer’s expense;
    2. the defects have arisen solely from faulty materials or workmanship;
    3. the Goods have not been misused, altered, repaired or interfered with by the Buyer or any third party; and
    4. the Goods have not been subjected to unusual or unauthorised physical, environmental stress or unusual operation.
40. If the Buyer provides notice of a defect or suspected defect and any subsequent inspection of the Goods by SBS reveals no defect, the direct and indirect costs and expenses associated with such inspection shall be borne by the Buyer as an additional charge.
41. The Buyer agrees that the warranty in clause 39 may, at SBS’s option be varied or replaced by specific warranty conditions issued in respect of specific Goods.

 

Australian Consumer Law

42. If the Buyer is a Consumer under the Australian Consumer Law, nothing in this Agreement is intended to remove the Buyer’s rights under the Australian Consumer Law, including to statutory guarantees that may apply to Goods and Services supplied by SBS. If SBS is entitled to limit the remedies available to the Buyer for breach of such guarantees, it expressly limits its liability as set out in clauses 42 to 46 (inclusive) to the maximum extent permitted by law.
43. If the Buyer is a Consumer (as defined under the Australian Consumer Law) and any of the Goods supplied by SBS are not goods of a kind ordinarily acquired for personal, domestic or household use or consumption, the Buyer agrees that SBS’s liability for a failure to comply with a guarantee under the Australian Consumer Law in relation to those Goods (other than under sections 51(title), 52(undisturbed possession) and 53(undisclosed securities) of the Australian Consumer Law) is limited to, at the option of SBS, one or more of the following:
    1. the replacement of the Goods or the supply of equivalent Goods;
    2. the repair of the Goods;
    3. the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
    4. the payment of the cost of having the Goods repaired.
44. If the Buyer is a Consumer (as defined under the Australian Consumer Law) and any of the Services supplied by SBS are not services of a kind ordinarily acquired for personal, domestic or household use or consumption, SBS’s liability for a failure to comply with a guarantee under the Australian Consumer Law in relation to those Services is limited to, at the option of SBS:
    1. the supply of the Services again; or
    2. the payment of the cost of having the Services supplied again.
45. To the extent permitted by law, the Buyer indemnifies SBS, and agrees that its indemnity shall survive the termination of this Agreement, against any actions, claims, expenses, demands, costs, damages, proceedings or any other liability whatsoever suffered by SBS in connection with the Buyer using the Goods including, without limitation, the Buyer using or incorporating the Goods in or in conjunction with plant and equipment used by the Buyer or supplied to the Buyer by third parties or the Buyer’s failure to comply with all applicable health and safety regulations.

 

Liability

46. To the maximum extent permitted by law, in no event whatsoever shall SBS or its directors, employees, agents or sub-contractors be liable for any incidental, indirect or consequential damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the delivery, installation, operation, use or inoperability of the Goods or arising out of the supply of the Services, even if SBS has been informed of the possibility of such damages.

 

G.S.T.

47. In this clause, "G.S.T.", "Tax Invoice” and “Taxable Supply” are as defined in the "A New Tax System (Goods and Services Tax) Act 1999 and “Supplier” means the person providing the “Taxable Supply”
    1. If any transaction contemplated by these Terms and Conditions constitutes a Taxable Supply, the party obliged to pay for the Taxable Supply must pay an additional amount equal to the GST payable (if any) on or for the Taxable Supply.
    2. The Supplier will provide the party receiving the Taxable Supply with a valid tax invoice for GST purposes at the time of request for payment.
    3. Payment of the GST will be made at the same time, as the payment for the Taxable Supply is required to be made.

 

 

Intellectual Property

48. All drawings, illustrations, specifications and other literature and materials for or relating to the Goods and whether or not supplied by or on behalf of SBS to the Buyer shall remain the exclusive property of SBS and shall not be transferred to any other party without the previous written consent of SBS. The Buyer shall not use, reproduce or impart any information contained therein to any third party without the previous written consent of SBS except in the case of standard descriptive illustrations, drawings or specifications.
49. Where Goods have been provided in accordance with design, drawing, specification, sample or instruction furnished or given by the Buyer, the Buyer shall indemnify SBS against all damages, penalties, costs and expenses to which it may become liable through any work required to be done in accordance with those instructions involving an infringement of a patent, trademark, registered design, copyright or any common law right.

 

General

50. If any term or condition or part of a term or condition is illegal, unenforceable or invalid, that term or condition or part of the term or condition is to be treated as removed from this Agreement, but the rest of the terms and conditions in this Agreement are not affected.
51. This Agreement shall be governed by the laws of the State of Victoria, Australia and the Buyer agrees to submit to the non-exclusive jurisdiction of its courts.