1.1 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.2 “GEA” means GEA Security Pty Ltd (as trustee for GEA Security Alarms Unit Trust) T/A GEA Security Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of GEA.
1.3 “Customer” means the person/s, entities or any person purchasing/ordering the Products acting on behalf of and with the authority of the Customer requesting GEA to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Customer, is a reference to each Customer jointly and severally; and
(b) if the Customer is a partnership, it shall bind each partner jointly and severally; and
(c) if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Customer’s executors, administrators, successors and permitted assigns.
1.4 “Products” means all Products or Services supplied by GEA to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Products’ or ‘Services’ (including Monitoring Services) shall be interchangeable for the other).
1.5 “Security Monitoring Form” shall include the Customer’s written instructions to GEA detailing response procedures and the Customer’s voice codes and/or passwords (this is applicable to Monitoring Services only).
1.6 “Monitoring Services” shall mean around-the-clock monitoring of the security alarm system for alarm signals and, if selected by the Customer, opening and closing signals and/or other security services.
1.7 “Extra Work” means work authorised by the Customer and carried out by GEA for which an extra charge is payable at GEA’s normal rates in addition to work accepted by the Customer in a written quotation Extra Work includes:
(a) service work undertaken on a ‘do and charge’ basis and is not necessarily specified as exclusions in any quotation;
(b) repairs and replacement parts, except in the event that such work is completed under warranty as agreed by GEA;
(c) system maintenance, unless otherwise agreed by GEA in writing.
1.8 “Site” means the address nominated by the Customer where the Products are to be delivered.
1.9 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
1.10 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Customer does not wish to allow Cookies to operate in the background when ordering from the website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Products via the website.
1.11 “Price” means the Price payable (plus any GST where applicable) for the Products as agreed between GEA and the Customer in accordance with clause 5 below.
1.12 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for Products, or accepts Delivery.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Customer acknowledges that the supply of Products on credit shall not take effect until the Customer has completed a creditapplication with GEA and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Products request exceeds the Customers credit limit and/or the account exceeds the payment terms, GEA reserves the right to refuse Delivery.
2.6 Where the Customer is a tenant (and therefore not the owner of the Site) then the Customer warrants that the Customer has obtained the full consent of the owner for GEA to deliver the Products to the Site. The Customer acknowledges and agrees that they shall be personally liable for full payment of the Price for all Products supplied under this Contract, and to indemnify GEA against any claim made by the owner of the Site (howsoever arising) in relation to the supply of Products by GEA, except where such claim has arisen because of the negligence of GEA when supplying the Products.
2.7 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions (Victoria) Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
2.8 These terms and conditions are meant to be read in conjunction with the Terms and Conditions contained in GEA’s Monitoring Service Agreement. If there are any inconsistencies between the two documents, then the terms and conditions contained in that document shall prevail.
3.1 The Customer shall give GEA not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, and contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by GEA as a result of the Customer’s failure to comply with this clause.
4.1 The Customer acknowledges that all descriptive specifications, illustrations, drawings, data, dimensions and weights stated in GEA’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Customer shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of this Contract, unless expressly stated as such in writing by GEA.
4.2 The Customer shall be responsible for ensuring that the Products ordered are suitable for their intended use, as they are made to order and GEA offers no refund, either partial or fully, in the event of any cancellation by the Customer.
4.3 The Customer acknowledges and accepts that the supply of Products for accepted orders may be subject to availability and if, for any reason, Products are not or cease to be available, GEA reserves the right to substitute comparable Products (or components thereof) and vary the Price as per clause 5.2. In all such cases GEA will notify the Customer in advance of any such substitution, and also reserves the right to place the Customer’s order on hold until such time as GEA and the Customer agree to such changes.
5.1 At GEA’s sole discretion the Price shall be either:
(a) as indicated on any invoices provided by GEA to the Customer in respect of any Products supplied; or
(b) GEA’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
5.2 GEA reserves the right to change the Price:
(a) in the event of a variation to GEA’s quotation. Any variation from the plan of scheduled Services or specifications (including, but not limited to, any variation as a result of Extra Work required due to due to the discovery of hidden or unidentifiable difficulties which are only discovered upon Delivery, such as any existing cabling which does not comply with Australian Standards and causes the new installation to be non-compliant, poor weather conditions, limitations to accessing the Site, obscured Site defects which require remedial work, health hazards and safety considerations (such as the discovery of asbestos), prerequisite work by any third party not being completed, hard rock barriers below the surface, iron reinforcing rods in concrete, or hidden pipes and wiring in walls, etc.), or due to increases to GEA in the cost of materials and labour (including additional transportation, packing, freight, storage, handling, insurance, or government, statutory or regulatory charges that relate to the supply of the Products (if any), or fluctuations in currency exchange rates) which are beyond GEA’s control, will be detailed in writing and charged for on the basis of GEA’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion; or
(b) at any time, provided the Customer receives one (1) months prior written notice.
5.3 At GEA’s sole discretion, a non-refundable deposit of up to fifty percent (50%) may be required.
5.4 Time for payment for the Products being of the essence, the Price will be payable by the Customer on the date/s determined by GEA, which may be:
(a) by way of instalments/progress payments in accordance with GEA’s specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Products delivered to the Site but not installed;
(b) the date specified on any invoice or other form as being the date for payment; or
(c) failing any notice to the contrary, the date which is fourteen (14) days following the date of any invoice given to the Customer by GEA.
5.5 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by GEA nor to withhold payment of any invoice because part of that invoice is in dispute.
5.6 Payment may be made by cheque, electronic/on-line banking, credit card (plus a surcharge of up to two and a half percent (2.5%) of the Price), or by any other method as agreed to between GEA and the Customer.
5.7 The GEA may in its discretion allocate any payment received from the Customer towards any invoice that GEA determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer GEA may re-allocate any payments previously received and allocated. In the absence of any payment allocation by GEA, payment will be deemed to be allocated in such manner as preserves the maximum value of GEA’s Purchase Money Security Interest (as defined in the PPSA) in the Products.
5.8 Unless otherwise stated the Price includes GST. In addition to the Price the Customer must pay to GEA an amount equal to any GST GEA must pay for any supply by GEA under this or any other Contract for the sale of the Products. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition the Customer 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.
5.9 Receipt by GEA of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then GEA’s ownership or rights in respect of the Products, and this Contract, shall continue.
6.1 Delivery of the Products (“Delivery”) is taken to occur at the time that GEA (or GEA’s nominated carrier) delivers the Products to the Customer’s nominated address, even if the Customer is not present at the address.
6.2 At GEA’s sole discretion, the costs of Delivery are included in the Price.
6.3 GEA may deliver the Products in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
6.4 Any time specified by GEA for Delivery is an estimate only and GEA will not be liable for any loss or damage incurred by the Customer as a result of any delay. However both parties agree that they shall make every endeavour to enable Delivery at the time and place as was arranged between both parties. In the event that GEA is unable to deliver the Products as agreed solely due to any action or inaction of the Customer (including, but not limited to, any failure by the Customer to make a selection, have the Site ready for installation and/or notify GEA the Site is ready, etc.) then GEA shall be entitled to charge a reasonable fee for delivering the Products at a later time and date and/or extend the completion date by whatever time is reasonable.
6.5 All work will be tested to ensure that it is electrically safe and is in accordance with the wiring rules and other standards applying to the electrical installation under the Electrical Safety Regulations 2002. All of the cabling work will comply with the Australian and New Zealand Wiring standards.
7.1 The Customer:
(a) shall provide, at the Customer’s cost, mains power connection so as to enable installation and/or service work to be undertaken at the Site. Any telecommunications connection required for the installation and/or maintenance of a security system will be arranged and paid for by the Customer unless otherwise agreed in writing;
(b) warrants that all information supplied to GEA in connection with the supply of Products is true and accurate, and acknowledges that GEA has relied on that information in supplying the Products;
(c) acknowledges that while GEA may have provided information to them about the performance of the Products generally, it has not made any representation or warranty concerning the performance of the Products or the suitability of the Products for the Site;(d) warrants that notwithstanding sub-clause (c), they have not relied upon any representation or warranty convening the performance of the Products or the suitability of the Site;
(e) warrants that any structures to which the Products are to be affixed are able to withstand the installation of the Products and that all electrical and plumbing infrastructure and installations at the Site, including but not limited to, meter boxes, main switches, circuit breakers, and electrical cable (“System”) are of suitable capacity to handle the Products once installed and complies with all laws, Acts, rules, regulations and codes and the requirements and directions of any relevant commonwealth, State and Local Government departments and other bodies (“Laws”). If, for any reason (including the discovery of asbestos, defective or unsafe wiring, or dangerous access to roofing), GEA reasonably forms the opinion that the Site is not safe for the Services to proceed then GEA shall be entitled to delay the Services (in accordance with the provisions of clause 6.4 above) until GEA is satisfied that it is safe to proceed;
(f) acknowledges that if the System is not compliant with all Laws, they may be required to repair or replace those parts of the System that are non-compliant at their own cost prior to Delivery.
8.1 If GEA retains ownership of the Products under clause 12 then:
(a) where GEA is supplying Products only, all risk for the Products shall immediately pass to the Customer on Delivery and the Customer must insure the Products on or before Delivery. If any of the Products are damaged or destroyed following Delivery but prior to ownership passing to the Customer, GEA is entitled to receive all insurance proceeds payable for the Products. The production of these terms and conditions by GEA is sufficient evidence of GEA’s rights to receive the insurance proceeds without the need for any person dealing with GEA to make further enquiries. If the Customer requests GEA to deliver the Products to an unattended Site, then such Products shall be left at the Customer’s sole risk;
(b) where GEA is to both supply and install Products, then GEA shall maintain a contract works insurance policy until the Services are completed. Upon completion of the Services all risk for the Products shall immediately pass to the Customer.
8.2 The Customer acknowledges that GEA is only responsible for parts that are replaced by GEA, and in the event that other components/goods, subsequently fail, the Customer agrees to indemnify GEA against any loss or damage to the goods, or caused by the goods, or any part thereof howsoever arising.
8.3 GEA shall accept no responsibility for any damage which may arise during installation of the power points, switches, data ports in the event that any third party contractor employed by the Customer has removed any or all reference to the positioning thereof by either plastering or erecting GIB board over the designated area. The Customer accepts that the installation thereof will then be at the sole discretion of GEA, and if the Customer believes they have any claim in relation to the work undertaken by that third party then said claim must be made against the third party contractor in the first instance.
8.4 In the event that the electrical wiring is required to be re-positioned at the request of any third party contracted by the Customer then the Customer agrees to notify GEA immediately upon any proposed changes. The Customer agrees to indemnify GEA against any additional costs incurred with such a relocation of electrical wiring. All such variances shall be invoiced in accordance with clause 5.2.
8.5 GEA shall not be responsible for the removal of rubbish from, or clean-up of, the Site, unless otherwise agreed in writing, and it is the responsibility of the Customer, or the Customer’s agent.
8.6 In the event that GEA discovers asbestos/hazardous materials whilst supplying the Services, GEA shall immediately advise the Customer of the same and shall be entitled to suspend the Services pending a risk assessment. The Customer shall be liable for all additional costs incurred by GEA (howsoever arising) as a result of the discovery of asbestos/hazardous materials and/or any suspension of the Services in relation thereto. Where GEA agrees to remove any asbestos/hazardous materials on the Customer’s behalf then the Customer shall be liable for all costs incurred by GEA in the removal and disposal those materials.
8.7 The Customer agrees to indemnify GEA from any damage caused by any other tradesmen during and after the completion of the Services. If the Customer instructs GEA to rectify any damage caused by any other tradesmen, this will be considered a variation to the Price as per clause 5.2 and will be charged at GEA’s normal hourly rate.
8.8 The Customer accepts that all Products and/or electronic security systems, CCTV, cameras and access control, smoke detectors, heat detectors and any similar devices installed at or attached at the Site are:
(a) for monitoring and detection purposes only and should not be regarded as life saving devices; and
(b) do not guarantee that the Site will be free from malicious damage or loss caused by attack and/or breaking or entering.
8.9 It shall be the Customer’s responsibility:
(a) to ensure the security system equipment is tested and maintained to full operational condition; and
(b) for all phone calls emanating from the security system panel; and
(c) to ensure all electronically protected areas are free from obstacles which may impair the operation of the system.
9.1 The Customer shall ensure that GEA has clear and free access to the Site at all times to enable them to affect Delivery. GEA shall not be liable for any loss or damage to the Site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of GEA. The Customer agrees to ensure that the Site shall at all times be a safe working environment and (without limitation) shall not contain asbestos or any other such similar hazard of any infections or building disease.
9.2 The Customer shall advise GEA in the event of any changed circumstances, or planned changes, to the Site which might affect GEA’s ability to affect Delivery in a safe manner.
9.3 GEA shall not be held responsible for any damage to dug up/cut cabling caused by outside agents. Where the Customer requests GEA to provide additional Services where such damage occurs, then GEA reserves the right to charge the Customer for any costs incurred in doing so.
10.1 The Customer and GEA shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable, including any work health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
10.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required.
11.1 Prior to Delivery, the Customer must advise GEA of the precise location of all underground services on the Site and clearly mark the same. The underground mains and services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on the Site.
11.2 Whilst GEA will take all care to avoid damage to any underground services the Customer agrees to indemnify GEA in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 11.1.
12.1 GEA and the Customer agree that ownership of the Products shall not pass (and the Customer’s obligations to GEA for the supply of Services shall not cease) until:
(a) the Customer has paid GEA all amounts owing to GEA; and
(b) the Customer has met all other obligations due by the Customer to GEA in respect of all contracts between GEA and the Customer.
12.2 It is further agreed that, until ownership of the Products passes to the Customer in accordance with clause 12.1:
(a) the Customer is only a bailee of the Products and must return the Products to GEA on request.
(b) the Customer holds the benefit of the Customer’s insurance of the Products on trust for GEA and must pay to GEA the proceeds of any insurance in the event of the Products being lost, damaged or destroyed.
(c) the Customer must not sell, dispose, or otherwise part with possession of the Products other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Products then the Customer must hold the proceeds of any such act on trust for GEA and must pay or deliver the proceeds to GEA on demand.
(d) the Customer should not convert or process the Products or intermix them with other Products but if the Customer does so then the Customer holds the resulting product on trust for the benefit of GEA and must sell, dispose of or return the resulting product to GEA as it so directs.
(e) the Customer irrevocably authorises GEA to enter any premises where GEA believes the Products are kept and recover possession of the Products.
(f) GEA may recover possession of any Products in transit whether or not Delivery has occurred.
(g) the Customer shall not charge or grant an encumbrance over the Products nor grant nor otherwise give away any interest in the Products while they remain the property of GEA.
(h) GEA may commence proceedings to recover the Price notwithstanding that ownership of the Products has not passed to the Customer.
13.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
13.2 Upon assenting to these terms and conditions in writing the Customer 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 Products and/or collateral (account) – being a monetary obligation of the Customer to GEA for Services – that have previously been supplied and that will be supplied in the future by GEA to the Customer.
13.3 The Customer 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 GEA 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 13.3(a)(i) or 13.3(a)(ii);
(b) indemnify, and upon demand reimburse, GEA 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 registration made thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of GEA;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Products and/or collateral (account) in favour of a third party without the prior written consent of GEA;
(e) immediately advise GEA of any material change in its business practices of selling Products which would result in a change in the nature of proceeds derived from such sales.
13.4 GEA and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
13.5 The Customer waives their rights:
(a) to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
(b) as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
13.6 Unless otherwise agreed to in writing by GEA, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.
13.7 The Customer must unconditionally ratify any actions taken by GEA under clauses 13.3 to 13.5.
13.8 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 the PPSA.
14.1 In consideration of GEA agreeing to supply Products, the Customer 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 Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
14.2 The Customer indemnifies GEA from and against all GEA’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising GEA’s rights under this clause.
14.3 The Customer irrevocably appoints GEA and each director of GEA as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer’s behalf.
15.1 The Customer must inspect the Products on Delivery and must within seven (7) days of such time notify GEA in writing of any evident defect/damage, error or omission, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Products as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow GEA to inspect/review the Products.
15.2 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).
15.3 GEA acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
15.4 Except as expressly set out in these terms and conditions or in respect of the NonExcluded Guarantees, GEA makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Products. GEA’s liability in respect of these warranties is limited to the fullest extent permitted by law.
15.5 If the Customer is a consumer within the meaning of the CCA, GEA’s liability is limited to the extent permitted by section 64A of Schedule 2.
15.6 If GEA is required to rectify/repair, re-supply, or pay the cost of re-supplying the Products under this clause or the CCA, but is unable to do so, then GEA may refund any money the Customer has paid for the Products but only to the extent that such refund shall take into account the value of Products which have been supplied to the Customer which were not defective.
15.7 If the Customer is not a consumer within the meaning of the CCA, GEA’s liability for any defect or damage in the Products is:
(a) limited to the value of any express warranty or warranty card provided to the Customer by GEA at GEA’s sole discretion;
(b) limited to any warranty to which GEA is entitled, if GEA did not manufacture the Products;
(c) otherwise negated absolutely.
15.8 Subject to this clause 15, returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 15.1; and
(b) GEA has agreed that the Products are defective; and
(c) the Products are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
(d) the Products are returned in as close a condition to that in which they were delivered as is possible.
15.9 Notwithstanding clauses 15.1 to 15.8 but subject to the CCA, GEA 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 Customer failing to properly maintain or store the Products;
(b) the Customer using the Products for any purpose other than that for which they were designed;
(c) the Customer continuing the use of the Products after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) interference with the Products by the Customer or any third party without GEA’s prior approval;
(e) the Customer failing to follow any instructions or guidelines provided by GEA;
(f) fair wear and tear, any accident, or act of God.
15.10 GEA may in its absolute discretion accept non-defective Products for return in which case GEA may require the Customer to pay handling fees of up to thirty-five percent (35%) of the value of the returned Products plus any freight costs.
15.11 Notwithstanding anything contained in this clause if GEA is required by a law to accept a return then GEA will only accept a return on the conditions imposed by that law.
16.1 Where GEA has designed, drawn or developed Products, written plans or a schedule of Services for the Customer, then the copyright in all such designs, drawings, documents, plans, schedules and Products shall remain vested in GEA, and shall only be used by the Customer at GEA’s discretion.
16.2 The Customer warrants that all designs, specifications or instructions given to GEA will not cause GEA to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify GEA against any action taken by a third party against GEA in respect of any such infringement.
16.3 The Customer agrees that GEA may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans, or digital media of the Products which GEA has supplied to the Customer.
16.4 Information provided by GEA to the Customer in documentation (including, but not limited to, monitoring reports) is done so in confidence, and the Customer agrees not to reproduce or provide said information in any manner to any third party without the prior written approval of GEA.
17.1 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 (and at GEA’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
17.2 If the Customer owes GEA any money the Customer shall indemnify GEA from and against all costs and disbursements incurred by GEA in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, GEA’s contract default fee, and bank dishonour fees).
17.3 Further to any other rights or remedies GEA may have under this Contract, if a Customer has made payment to GEA and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by GEA under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this Contract.
17.4 Without prejudice to GEA’s other remedies at law GEA shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to GEA shall, whether or not due for payment, become immediately payable if:
(a) any money payable to GEA becomes overdue, or in GEA’s opinion the Customer will be unable to make a payment when it falls due;
(b) the Customer has exceeded any applicable credit limit provided by GEA;
(c) the Customer becomes insolvent or bankrupt, 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
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
18.1 Without prejudice to any other remedies GEA may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions GEA may suspend or terminate the supply of Products to the Customer (and shall suspend or terminate the monitoring of the Customer’s alarm system, after giving the Customer ten (10) days’ notice in writing). GEA will not be liable to the Customer for any loss or damage the Customer suffers because GEA has exercised its rights under this clause.
18.2 GEA may cancel any Contract to which these terms and conditions apply or cancel Delivery at any time before the Products are delivered (or Services have commenced) by giving written notice to the Customer. On giving such notice GEA shall repay to the Customer any sums paid in respect of the Price, less any amounts owing by the Customer to GEA for Services already supplied. GEA shall not be liable for any loss or damage whatsoever arising from such cancellation.
18.3 In the event that the Customer cancels Delivery the Customer agrees to notify GEA in writing and accepts that they shall be liable for any loss incurred by GEA as a direct result of the cancellation (including, but not limited to, any loss of profits).
18.4 Cancellation of orders for Products made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
19.1 All emails, documents, images or other recorded information held or used by GEA is Personal Information, as defined and referred to in clause 19.3, and therefore considered Confidential Information. The GEA acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). The GEA acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customers Personal Information, held by GEA that may result in serious harm to the Customer, GEA will notify the Customer in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Customer by written consent, unless subject to an operation of law.
19.2 Notwithstanding clause 19.1, privacy limitations will extend to GEA in respect of Cookies where transactions for purchases/orders transpire directly from GEA’s website. The GEA agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Customer’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to GEA when GEA sends an email to the Customer, so GEA may collect and review that information (“collectively Personal Information”) In order to enable / disable the collection of Personal Information by way of Cookies, the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via GEA’s website.
19.3 The Customer agrees for GEA to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Customer in relation to credit provided by GEA.
19.4 The Customer agrees that GEA may exchange information about the Customer with those credit providers and with related body corporates for the following purposes:
(a) to assess an application by the Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
(d) to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two (2) years.
19.5 The Customer consents to GEA being given a consumer credit report to collect overdue payment on commercial credit.
19.6 The Customer agrees that personal credit information provided may be used and retained by GEA for the following purposes (and for other agreed purposes or required by):
(a) the provision of Products; and/or
(b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Products; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
(d) enabling the collection of amounts outstanding in relation to the Products.
19.7 The GEA may give information about the Customer to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Customer including credit history.
19.8 The information given to the CRB may include:
(a) Personal Information as outlined in 19.3 above;
(b) name of the credit provider and that GEA is a current credit provider to the Customer;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and GEA has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
(g) information that, in the opinion of GEA, the Customer has committed a serious credit infringement;
(h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
19.9 The Customer shall have the right to request (by e-mail) from GEA:
(a) a copy of the Personal Information about the Customer retained by GEA and the right to request that GEA correct any incorrect Personal Information; and
(b) that GEA does not disclose any Personal Information about the Customer for the purpose of direct marketing.
19.10 The GEA will destroy Personal Information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
19.11 The Customer can make a privacy complaint by contacting GEA via e-mail. The GEA will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au.
20.1 Any written notice given under this Contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party’s last known email address.
20.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
21.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’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.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria, the state in which GEA has its principal place of business, and are subject to the jurisdiction of the Melbourne Courts in that State.
21.3 Subject to clause 15, GEA shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by GEA of these terms and conditions (alternatively GEA’s liability shall be limited to damages which under no circumstances shall exceed the Price).
21.4 GEA may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.
21.5 The Customer cannot licence or assign without the written approval of GEA.
21.6 GEA may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of GEA’s sub-contractors without the authority of GEA.
21.7 The Customer agrees that GEA may amend their general terms and conditions for subsequent future contracts with the Customer by disclosing such to the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for GEA to provide Products to the Customer.
21.8 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.
21.9 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
22.1 The Customer acknowledges that:
(a) patrol services are shared with other customers. There may be occasions when individual patrols are late or missed due to the need to respond to high priority events such as break and enters. Other unforeseen circumstances such as storms or vehicle breakdown may also cause individual patrol calls not to be undertaken. This is taken into consideration when setting patrol pricing. Any on-going problems related to GEA’s inability to complete agreed patrols for more than ten (10%) of the agreed contract will be notified to the Customer and adjustments will be negotiated to patrol services and/or credit/refunds given for the undelivered Services exceeding this percentage;
(b) any associated patrol services shall be charged additionally to the Customer.
22.2 The Customer will inform GEA if there are any changes to the Site if these changes have the potential to restrict the provision of the patrol services or cause any harm to the patrol officers.
23.1 GEA agrees to use due care and skill to provide the Services for alarm signals and/or other recurring services selected by the Customer.
23.2 GEA shall action alarm signals emanating from the alarm in accordance with the Customer’s documented instructions and GEA’s Standard Operating Procedures.
23.3 Whilst GEA shall endeavour to provide a timely response to actionable alarm signals, no warranty is given by GEA that patrol response will be available at any time, if at all. GEA shall not be liable for any loss or damage the Customer may suffer in connection with any response or the absence of any alarm response.
23.4 Whilst GEA uses due care when contacting and advising emergency services, they cannot guarantee prompt response times or attendance of such services.
24.1 The Customer shall immediately advise GEA, in writing, in the event of any changes to their contact details or alarm response requirements.
24.2 The Customer shall, at their own cost, maintain the alarm in good working order and in accordance with the manufacturer’s requirements (including, but not limited to, recharging or replacing batteries on a timely basis). The obligation of GEA to provide the Services and to action alarm signals, are conditional upon the alarm being operational, in accordance with the manufacturer’s requirements, and to the satisfaction of GEA.
24.3 The Customer shall supply at the Customer’s expense keys, swipe cards, alarm codes, electronic access controls to the site, to GEA to enable GEA to carry out alarm responses and/or patrols. GEA’s liability for loss or damage of the Customer’s keys, swipe cards, etc. is limited to the costs of obtaining a replacement or five thousand dollars ($5,000), whichever is the lesser.
24.4 In the event that the Customer does not claim their keys, swipe cards, alarm codes, electronic access controls within thirty (30) days of the termination or expiration of the Services, GEA shall be entitled to destroy them.
24.5 Upon completion of programming GEA will provide the Customer with a mastercode, access codes, usernames and passwords. It is the Customer’s responsibility to retain this information as GEA do not keep records of these and will be unable to supply verbally or written in the future. If access codes or passwords are lost, GEA’s standard fees will apply to have these physically reset. (This refers to Security Systems, CCTV Systems & Access Control Systems).
24.6 Notwithstanding clause 24.5 the Customer shall ensure that all voice codes, passwords, radio keys and other security devices are kept secure and provided only to those persons who reasonably require access to the Site.
24.7 The Customer cannot transfer, or attempt to transfer, the right to receive the Services or any other right to any other party.
24.8 Upon termination of the Services, it is the Customer’s responsibility to ensure that an alternative service is arranged, if required, and the panel is deprogrammed to stop reporting to GEA.
24.9 GEA will not be responsible for any communication costs post cancellation, and signals received after the termination of the Services will not be actioned by GEA.
24.10 The Customer agrees that any costs associated with the provision of services by the Police, Ambulance, Fire or other emergency services to the Site shall be met by the Customer.
25.1 The Services provided by GEA shall consist of the monitoring of all signals that have been programmed into the Customer’s system at GEA’s monitoring station from the alarm system designated in the Security Monitoring Form which shall be supplied to the Customer.
25.2 GEA shall respond to such signals received in accordance with its normal operating practices and by making such telephone calls as may be required in accordance with the Customer’s instructions. The Customer acknowledges that alarm responses are considered as Extra Work and charged at GEA’s normal rates, subject to clause 25.8.
25.3 GEA shall endeavour to action the following alarm system signals generally as described below or as otherwise agreed or interpreted:
(a) duress / panic – GEA shall call the Site, as required by the Victoria Police Force (“Police”) first to verify the event. If deemed necessary GEA shall contact and advise the Police; and
(b) hold up – GEA shall notify the Police, and make a follow up call to the Site after thirty (30) minutes (this clause assumes that the Site comply with Police’s protocols for hold up alarms); and
(c) fire / smoke – GEA shall call the Site to verify the event, if no answer GEA will advise Fire Department and contacts (GEA will dispatch a guard to the Site if no contacts are available and keys are held); and
(d) medical – GEA shall call the Site to verify the event, if no answer GEA will advise Ambulance Service and contacts (GEA will dispatch a guard to the Site if no contacts are available and keys are held); and
(e) system events – GEA shall contact the Customer and shall advise service department if necessary (this type of event is not necessarily actioned immediately).
25.4 In the event that Site is found to have been violated and the Customer is unable to be contacted by telephone, the Customer authorises GEA to arrange for a security guard to attend and remain at the Site as an agent, if GEA considers it necessary, until the Customer is contacted and GEA is given instructions. Alternatively, GEA is authorised to arrange temporary work to secure the Site with the Customer agreeing to pay for such work as per clause 25.6.
25.5 The Customer acknowledges and accepts that, for various lawful reasons (including, security, training and monitoring purposes), phone calls made to GEA may be recorded.
25.6 The Customer accepts and acknowledges that in the event GEA acts as an agent on behalf of the Customer with a third party, (including but not limited to locksmiths and/or glaziers) the Customer agrees to honour their obligation for payment for such transactions invoiced by the third party and shall ensure payment is made by the due date, thereby not limiting GEA in their obligations for payment as an agent acting on behalf of the Customer to third parties.
25.7 If the Customer believes that they have any claim in relation to Services undertaken by that third party then said claim must be made against the third party contractor in the first instance.
25.8 The Customer acknowledges that independent contractors, where available, may provide patrol response. Accordingly, patrol response fees may vary from area to area and over time. The Customer agrees to pay or reimburse GEA for patrol response fees, which may include an administration fee. GEA shall advise the Customer of applicable patrol response fees upon request by the Customer.
25.9 GEA may be unable to monitor the system in the event of a communication failure between the alarm panel at the Site and the monitoring centre, Failures of this nature may be malicious or otherwise. The Customer acknowledges that GEA’s obligation to action alarm events is suspended at any time the communications link is disrupted between the Site and GEA’s monitoring room.
25.10 In the event the Customer wishes to cancel the Services, the Customer must provide GEA with one (1) months written notification, or in lieu of such, pay to GEA one (1) months charges which would have otherwise been payable to GEA for that period.
26.1 The Customer acknowledges that the provision of Services may not prevent unlawful entry to the Site occurring, and accordingly the Customer accepts that loss or damage to property and death or injury to persons may occur even though GEA’s obligations under this Contract have been satisfied.
26.2 Unless stated otherwise in this Contract the supply of performance records, history or other reports shall only be issued direct to the Customer.
26.3 The Customer accepts and acknowledges that GEA during the course of the Services:
(a) telephone conversations shall be recorded between GEA and the Customer and the Customer hereby authorises GEA to implement this procedure; and
(b) GEA’s employees shall not be required to carry out any duties of an illegal or strike breaking nature; and
(c) GEA is not an insurer of Site and it is advisable for the Customer to effect and maintain all normal and prudent insurance policies in respect of all usual risks including fire, burglary, theft and consequential loss or damage.
27.1 The Customer hereby disclaims any right to sue for damages or to claim restitution arising out of any inadvertent misrepresentation GEA in the formation and/or administration of this Contract or contained in/omitted from any literature (hard copy and/or electronic) made to the Customer by GEA and the Customer acknowledges that the Services are bought relying solely upon the Customer’s skill and judgment.
27.2 Insofar as the Customer, notwithstanding provisions of this clause, may have any claim for damages against GEA, its servants or agents either in Contract or in tort and whether arising from negligence or otherwise (it being the intention of this clause that no such damages may be recovered and the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid) the same shall be limited to an amount equal to the sum of three (3) months fees actually paid by the Customer in respect of that portion of the particular Services which gave rise to such claim.