Terms and Conditions

Adam Plumbing & Gas Pty Ltd (A.C.N. 137 435 280) (in these Terms referred to as we, us and our) may from time to time offer to supply Goods and Services to you. If you accept an offer for us to supply Goods and Services to you, or otherwise continue to engage us in respect of any Goods and Services, these Terms will apply to our engagement, irrespective of whether you sign a copy of these Terms.

1. Important – exclusion of implied warranties

The only conditions and warranties binding on us in respect of the state, quality or nature of any Good or Service supplied by us (or our employees, servants or agents) to you, are those imposed and required by law to be binding on us (including under the Competition and Consumer Act 2010 (Cth) and applicable state fair trading laws). All other conditions and warranties, whether express or implied by law, in respect of the Goods and Services which may apart from this clause be binding on us, are hereby expressly excluded and negated.

2. Important – limitation of liability

To the fullest extent permitted by law, our liability (if any) arising from a breach of any applicable terms, conditions or warranties is, at our option, limited to, and completely discharged by, in the case of Goods, either the supply by us of equivalent goods, the repair or replacement by us of the goods supplied to you, or the refund by us of the price paid for those goods; and in the case of Services, supplying of the Services again, or the refund by us of the fee paid for those Services during the period of 12 months prior to the liability arising.

Except to the extent already set out in this clause, we have no liability (including liability for negligence or recklessness) to any person for any loss or damage (direct, consequential or otherwise) suffered or incurred by any person in relation to any Goods or Services supplied by us, including for any loss or damage resulting from any failure, defect or deficiency of any kind in any Goods or Services, and we are not liable for any loss of profit or special, indirect or consequential damages of any kind.

Any valid claim by you against us must be presented in writing to us within a reasonable time, and in no event longer than 60 days after the Goods or Services have been supplied. No action may be maintained by you against us unless a timely written claim has been given under this clause, and unless legal action is commenced within 12 months after the supply of the relevant Goods or Services.

3. Third party supplies – pass through terms

The terms set out in this clause 3 have priority over any other terms. From time to time, we may provide you Goods and/or Services (a Third-Party Supply) from or on behalf of a third-party provider (the Principal). We may provide a Third-Party Supply as principal or as agent.

We do not warrant the performance or integrity of any Third-Party Supply. We merely pass through to you whatever end-user representations and warranties the Principal provides to or through us with the Third Party Supply, and we are not responsible for any acts or omissions of the Principal. Your sole and exclusive remedy for any breach of warranty or other liability is as stated in the Principal's own terms and conditions.

4. Binding contract to supply

Upon Acceptance, you will be bound to purchase the Goods and Services. You may not cancel an order for Goods and Services after Acceptance without our written consent, which we can withhold at our complete discretion. If we agree to cancel an order, you must pay to us any expense, cost or loss incurred or suffered by us as a result of the cancellation, and pay our fee for any Goods and Services we have commenced to supply.

5. Supply

We agree to supply, and you agree to purchase, the Goods and Services in the manner and at the times provided in these Terms.

6. Exclusivity

We are free to provide similar Goods and Services to persons other than you.

7. Supervision and personnel

Unless otherwise agreed in writing, we will maintain control over our personnel when providing the Goods and Services. You and your personnel will always co-operate with us and our personnel. You acknowledge that any of your officers or personnel who contact us about the provision of any Goods and Services are authorised to do so.

8. Subcontract

We may subcontract the supply of some or all of the Goods and Services to other persons, and will ensure all subcontractors appointed by us are subject to terms similar to these Terms. If we disclose that a particular subcontractor will supply some or all of the Goods and Services, that supply will be a Third-Party Supply, the subcontractor will be the Principal, and our Supply Charges are subject to change due to corresponding changes imposed by our subcontractor.

9. Extension of time

If we are delayed in the supply of the Goods and Services, we will notify you of an actual or expected delay as soon as practically possible, with details of the circumstances and anticipated duration. On receipt of a notice of delay, you will extend the time for supply by a reasonable period if the delay is beyond our reasonable control and we are using all reasonable efforts to minimise it.

10. How we will charge

We will invoice you for the Goods and Services at the rates and in the manner set out in our quote and/or Proposal, plus any disbursements incurred on your behalf. We reserve the right to adjust rates if additional costs are incurred. You agree to promptly pay our Supply Charges on delivery of our invoice unless arranged otherwise beforehand. If you have not paid within 7 days, we will immediately cease to provide further Goods and Services until all Supply Charges have been fully paid. Our Supply Charges are quoted exclusive of GST, which will be added where applicable. Any allegation of overcharging or undercharging must be notified to the other party within 3 months of the date of invoice.

11. Price quotes

All prices quoted are based on labour, material, storage and transport costs and costs incurred in fulfilling statutory requirements, and supply during normal business hours (8am to 5pm) on a Business Day. We reserve the right to alter quoted prices if there is any change to these costs or if our supply is requested outside of normal business hours.

12. Application of payments

Any payments tendered by you will be applied first as reimbursement for any collection costs, then to satisfy any other unsecured obligation, then to interest charged, then to obligations secured but not by a PMSI, then to obligations secured by a PMSI using proceeds from the sale of the relevant collateral, and finally to the oldest portion of our Supply Charges secured by a PMSI, or in any other manner we see fit.

13. No withholding or offset

You may not withhold from any payment, or offset against any payment, due to us any amount in respect of any amount owed by or claim against us.

14. Payments and interest charges

If you fail to pay us any amount under these Terms, we may immediately terminate the supply/service arrangement, terminate any credit facilities extended to you, and initiate legal action for recovery of outstanding amounts and costs incurred (including legal costs on a solicitor and own client basis). Time is of the essence for payment. You will pay interest on overdue amounts at 8% per month accrued daily and compounded monthly, and will be liable for all costs and expenses incurred by us in collecting any overdue account.

15. Disclose all relevant information

You must disclose all relevant information to us relating to the terms, conditions and circumstances in which we are to supply the Goods and Services, including accurate information to allow us to comply with all laws and regulations, and all foreseeable hazards associated with the supply. You confirm that all information provided by you is true, accurate and complete, and indemnify us against all losses, costs, penalties and expenses arising from a failure to fully discharge these obligations.

16. Duration of this agreement

We will supply the Goods and Services to you from the Commencement Date until Termination, though we may accept or reject any supply order at our discretion. If these Terms are for a fixed period or discrete Goods and Services, they terminate on expiry of that period or completion of supply. Either party may terminate by written notice of no less than the Termination Notice Period. Either party may terminate immediately by written notice if the other party commits a material breach not remedied within 28 Business Days of notice, commits an act of bankruptcy, or has a receiver, administrator or liquidator appointed, unless waived in writing.

17. Retention of title to goods

All rights, title and interest in all Goods supplied by us remain with us, and do not pass to you, until all monies payable by you to us (including any interest, freight or insurance charges) have been paid in full.

18. PPSA further assurances

The Personal Property Securities Act 2009 (Cth) (PPSA) applies to these Terms. You must do anything required to ensure a Security Interest created under these Terms attaches, is enforceable, perfected and maintained, and has the priority contemplated by these Terms, and to enable us to prepare and register a financing statement and exercise our powers under the PPSA. You agree that a Security Interest arises under these Terms in all present and future Goods supplied by us and all proceeds, in the form of a PMSI, attaching when the Goods are collected by you or dispatched from our premises. You waive your rights to receive various notices and statements under sections 95, 118, 120, 121, 123, 125, 126, 129, 130, 132, 134, 135, 142 and 143 of the PPSA, to the extent permitted by law.

19. Duration of this agreement (continued)

These Terms continue to apply, and either party may terminate them by written notice of no less than the Termination Notice Period, or immediately if the other party commits a material breach not remedied within 15 Business Days of notice, commits an act of bankruptcy, or has a receiver, administrator or liquidator appointed. The expiry or termination of these Terms is without prejudice to any rights already accrued.

20. Risk of loss

Unless otherwise agreed in writing, you are responsible for any loss or damage to all Goods supplied by us from the time of supply, and any loss or damage to your property during the supply of the Goods. You warrant that you have insurance to cover any such loss or damage.

21. E-mail transmissions

You agree we may correspond with you and others by e-mail or other electronic means, unless you instruct us otherwise, and you agree to assume the risks associated with transmission and release us from any claim arising from transmission defects.

22. Nature of relationship

We will supply the Goods and Services as an independent contractor and neither us nor our personnel will be deemed to be in partnership or a joint venture with you, your employee, servant or agent.

23. Competition and Consumer Act

These Terms must be read subject to the Competition and Consumer Act 2010 (Cth) and any implied terms, conditions or warranties imposed by that Act or other State legislation, and our liability is limited to the maximum extent permitted by law. We will agree a time for the provision of Goods and Services with you, and you agree that this time is reasonable.

24. Confidentiality

You agree to keep confidential and not disclose anything contained within these Terms, and to procure that your agents, employees and advisors do the same.

25. Force majeure

Neither of us is liable for any delay or failure to perform our obligations if due to Force Majeure (including acts of God, natural disasters, war, terrorism, riots, sabotage, strikes, pandemics and public health events). If a delay or failure due to Force Majeure exceeds 60 Business Days, either party may terminate these Terms with notice in writing.

26. Privacy authority

Where Goods and Services are supplied to you on credit, you irrevocably authorise us, our employees and agents to make enquiries necessary to investigate your credit worthiness, including of trade referees, bankers or other credit providers, and you authorise those parties to disclose relevant information to us.

27. Successors and assigns

These Terms apply to and bind the successors and assigns of the parties. Neither these Terms nor any right or obligation under them are assignable by you without our prior written consent.

28. Waiver

Any waiver or forbearance by us operates only if in writing and applies only to the specified instance and extent, and does not affect the continued applicability of these Terms. No failure or delay on our part in exercising any right, power or privilege operates as a waiver of that right, power or privilege.

29. Invalid provisions

If any provision of these Terms is held to be illegal, invalid or unenforceable, these Terms remain divisible and inoperative as to that provision only, and remain in full force and effect in all other respects.

30. Notices

All notices must be in writing and given by delivery to the party's address on a Business Day during business hours (served on delivery), by pre-paid post (served 3 Business Days after posting), or by email (served on successful transmission).

31. Entire agreement

Our Proposal, these Terms, and any other terms incorporated into our Proposal constitute the sole and entire understanding with respect to the subject matter, and supersede all prior discussions, proposals, representations and understandings, written or oral. Where there is conflict between these Terms and our Proposal, these Terms prevail, except where our Proposal specifically states it overrides or modifies these Terms.

32. Legal effect

The parties intend the provisions of these Terms to be legally binding and enforceable against us.

33. Applicable law and jurisdiction

These Terms are governed by and construed in accordance with the laws of South Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the Courts of South Australia in respect of any claim, dispute or difference arising out of or in connection with these Terms.

34. Interpretation

In these Terms, unless the context indicates a contrary intention, the singular includes the plural and conversely; a defined word's other grammatical forms have a corresponding meaning; a reference to a person includes any entity; a reference to a clause is to a clause of these Terms; a reference to a party includes their successors and permitted assigns; a reference to legislation includes any modification or re-enactment of it; a reference to dollars and $ is to Australian currency; a reference to a right or obligation of two or more persons confers or imposes it jointly and severally; the meaning of general words is not limited by specific examples; references to agree, approve or consent mean in writing; and nothing in this agreement is to be interpreted against a party solely on the ground that the party put forward this agreement.

35. Dictionary

Acceptance means the acceptance by you of a Proposal from us, or acceptance by us of a request from you, or you engaging or continuing to engage us. Business Day means a weekday (excluding a public holiday) in South Australia. Commencement Date means the date of Acceptance or another agreed date. Force Majeure means a circumstance beyond the reasonable control of the parties, including acts of God, war, terrorism, riots, strikes, pandemics and public health events. Goods and Services means the advice, recommendations, information, goods and services supplied under these Terms. PMSI means a purchase money security interest as defined in the PPSA. PPSA means the Personal Property Securities Act 2009 (Cth). Proposal means our quote, proposal or other offer to provide Services. State means South Australia. Supply Charges means our fees and charges for the Goods and Services. Termination means the termination or expiry of these Terms. Termination Notice Period means the notice period specified in our Proposal or otherwise agreed in writing.

Privacy Policy

How we handle personal information is set out in our Privacy Policy.