Standard Terms and Conditions for the provision of services and goods

Please read these Terms carefully as they contain important information regarding your rights and obligations under this agreement and your dealings with Ryan Ardill Air Conditioning Pty Ltd.

These terms and conditions are used by all customers of Ryan Ardill Air Conditioning Pty Ltd (ACN 168 152 930).

  1. Definitions
    In these terms and conditions:

    1. Goods means any good, product or material required to undertake the Services, including those goods described in a Job Order provided by Ryan Ardill Air Conditioning to You.
    2. Job Order means each tax invoice, quotation or job order or other paperwork provided by Ryan Ardill Air Conditioning to You which describes the work or Services to be undertaken by Ryan Ardill Air Conditioning to You, and includes any variations made by Ryan Ardill Air Conditioning.
    3. PPS Act means – see clause 1.
    4. Ryan Ardill Air Conditioning means Ryan Ardill Air Conditioning Pty Ltd (ACN 168 152 930) and includes any person acting on behalf of and with the express authority of the director(s) of Ryan Ardill Air Conditioning Pty Ltd.
    5. Services means the air-conditioning services of Ryan Ardill Air Conditioning and includes such other services or work undertaken by Ryan Ardill Air Conditioning from time to time and includes the services or work referred to in the Job Order.
    6. Site means the place or places where the Services work will be carried out.
    7. Terms means the terms and conditions set out in these standard terms and conditions, including such other terms agreed by Ryan Ardill Air Conditioning and You in writing.
    8. You or Your means the person, firm or organisation entering into, or that has entered into, a contract, transaction or arrangement to obtain Services or Goods from Ryan Ardill Air Conditioning or its agents as specified in any invoice, document or Job Order.
    9. if there is more than one Customer, these Terms bind them jointly and each of them severally.
    10. nothing in these Terms constitutes a relationship of employer and employee, partnership, principal and agent, or joint venture between the parties.
    11. the words “include”, “including”, “for example” or “such as” are not used as, nor are they to be interpreted as, words of limitation, and, when introducing an example, do not limit the meaning of the words to which the example relates to that example.
    12. the whole or any part of any clause of these Terms that is illegal or unenforceable will be severed from these Terms and will not affect the continued operation of the remaining provisions of these Terms.
    13. the failure of a party at any time to insist on performance of any obligation under these Terms is not a waiver of its right to insist on performance of that obligation or to claim damages unless that party acknowledges in writing that the failure is a waiver.
    14. Ryan Ardill Air Conditioning may license or sub-contract all or any part of its rights and obligations without Your consent.
    15. You agree to notify Ryan Ardill Air Conditioning in writing at least fourteen (14) days prior to any change whatsoever in ownership structure and, further, indemnify Ryan Ardill Air Conditioning against any loss or damage that may result from Your failure to notify Ryan Ardill Air Conditioning of any such change.
  2. Application
    The Terms apply to each contract, transaction or arrangement arising in respect of the supply of Services or Goods by Ryan Ardill Air Conditioning to You. These Terms supersede any previous written or oral agreements or understandings (if any) entered into between Ryan Ardill Air Conditioning and You in connection with the supply of Services or Goods.
  3. Offers and Acceptance
    1. Every Job Order is an estimate only and is subject to withdrawal, correction or alteration at any time prior to Ryan Ardill Air Conditioning’s acceptance of the Job Order.
    2. Unless otherwise agreed in writing, all quotations given by Ryan Ardill Air Conditioning are valid for thirty (30) days only.
    3. All works performed will be performed by Ryan Ardill Air Conditioning during business hours Monday to Friday 7.30am to 4.30pm (excluding public holidays) unless otherwise stated by Ryan Ardill Air Conditioning. Prices are quoted on the basis that works will be performed during the business hours referred to in this clause. Work required by You or otherwise necessitated outside of these hours, may increase the quoted price.
    4. In acceptance of a Job Order, You warrant that it You have not relied on any representation by Ryan Ardill Air Conditioning other than as supplied in writing in that Job Order.
    5. Ryan Ardill Air Conditioning may in its absolute discretion require You (or a person(s) related to You) to complete a deed of guarantee and indemnity before undertaking any Service or deliver of Goods.
  4. Prices
    1. Unless otherwise expressly stated, the quoted price excludes:
      1. GST; and
      2. the costs of transportation of any goods to the Site.
  5. Variations
    1. Any requested variations, alterations or modifications to the Services or Goods ordered by You must be put to Ryan Ardill Air Conditioning in writing.
    2. Ryan Ardill Air Conditioning in its absolute discretion may decide to accept or reject the variation, alteration or modification and will notify You of its decision by any means.
    3. Where Ryan Ardill Air Conditioning rejects any requested variations, alterations or modifications, and has undertaken, ordered or prepared Goods, You will be required to accept the Goods and pay Ryan Ardill Air Conditioning in accordance with the original quotation.
    4. Where any requested variation, alteration or modification is accepted, the original price quoted will be amended to reflect any consequential adjustment to the price of the Services.
    5. Clauses 4 and 5 will not be invalid by reason of a failure of Ryan Ardill Air Conditioning stipulating the precise manner in which any variation in price is to be calculated.
    6. Ryan Ardill Air Conditioning may vary the Services or the Goods without Your consent where materials become difficult to obtain (as determined by Ryan Ardill Air Conditioning). Ryan Ardill Air Conditioning will supply suitable replacement materials.
    7. Ryan Ardill Air Conditioning will notify You of the variation referred to in clause 6, and the extra cost, as soon practicable after the variation has occurred. The extra cost must be paid in accordance with the payment terms set out in these Terms
  6. Services and Delivery of Goods
    1. Whilst the final location of the internal air-conditioning unit or vents and external condensing unit is at the discretion of You, Ryan Ardill Air Conditioning may apply an additional charge as a variation under clause 5 if You request either or both of the following:
      1. the condensing unit is to be located on the external wall that is not directly behind the location of the internal wall unit; or
      2. the internal wall unit or vents is/are to be located at a location that is not recommended by Ryan Ardill Air Conditioning (acting reasonably) as suitable.
    2. You acknowledge and agree that:
      1. Ryan Ardill Air Conditioning does not guarantee any noise levels (external or internal) of Goods and Ryan Ardill Air Conditioning is not liable for any loss, damages, or costs resulting from noise levels of Goods;
      2. You are responsible for, and must pay, all costs in respect of the relocation of the Goods in the event that the Goods are required to be relocated for any reason;
      3. You are responsible for, and must pay, all costs in respect of all electrical work required to undertake the Services or install the Goods (unless such work is referred to in Your Job Order); and
      4. You are responsible for insuring the Goods against loss, theft or damage once the Goods are delivered to You or Your agent.
    3. Delivery of any Good occurs when the Good is delivered by Ryan Ardill Air Conditioning to You or Your agent, or to a storage location designated by You, unless otherwise agreed in writing between Ryan Ardill Air Conditioning and You.
    4. Delivery dates of Goods or start or completion dates of Services are estimates only. To the extent permitted by law, Ryan Ardill Air Conditioning will not be liable for any loss or damage for failure to deliver Goods or start or complete the Services by the date stated by Ryan Ardill Air Conditioning.
    5. You must promptly supply Ryan Ardill Air Conditioning with all technical information and commercial documentation necessary to undertake the Services.
    6. Notwithstanding Retention of Title provisions as per Clause 20 hereof, the risk in Goods purchased will pass to You upon delivery to You or Your agent.
    7. Ryan Ardill Air Conditioning reserves the right to suspend works (Suspension Date) if the Site of any infrastructure on the Site or aspect of the Site is found to be faulty or dangerous. If requested by Ryan Ardill Air Conditioning, You must pay Ryan Ardill Air Conditioning the cost of works up to the Suspension Date.
  7. Exclusions
    Unless otherwise notified in writing by Ryan Ardill Air Conditioning:

    1. the total amount set out in the Job Order does not include any expense or cost incurred by Ryan Ardill Air Conditioning in respect of damage arising from hidden or unknown contingencies found at the Site. Such hidden or unknown contingencies include faults or deteriorations of the building structure, pre-existing conditions of the Site, heritage or preservation orders, finding of hazardous substances and the like.
    2. The Job Order excludes the following items and You are responsible for, and must pay the costs associated with, the following work:
      1. the performing of any building work including patching, painting, flashing, boxing in;
      2. furring in, plinths or platforms;
      3. metered electrical mains brought to a point adjacent to or nearby the Goods as required;
      4. alterations to the switchboard or existing mains supply;
      5. condensate drains brought to a point adjacent to or nearby the Goods as required;
      6. routine maintenance services including filter cleaning.
    3. You are responsible for ensuring that the look, design and location of any Good provided or installed by Ryan Ardill Air Conditioning satisfies Your requirements or needs and You acknowledge that Ryan Ardill Air Conditioning is not liable for, nor is it required to ensure that, the look, design or location of Goods provided or installed by Ryan Ardill Air Conditioning satisfies Your requirements or needs
    4. You acknowledge that Ryan Ardill Air Conditioning is not responsible for, and You expressly releases Ryan Ardill Air Conditioning from and against any liability or loss incurred or suffered by You relating to:
      1. damage of goods or other items of property located at the Site;
      2. damage caused by Ryan Ardill Air Conditioning (or any of its employees or contractors) to the Site that results from, or is contributed by, the poor condition or structural or non-structural defects of the Site or the any building location on the Site.
  8. Site and Information
    1. If requested by Ryan Ardill Air Conditioning, You must:
      1. at least 5 clear business days before the proposed commencement date of the Services assist Ryan Ardill Air Conditioning by providing Ryan Ardill Air Conditioning with site plans or other plans in respect of the Site or location where works are to be carried out that Ryan Ardill Air Conditioning may reasonably require; and
      2. advise Ryan Ardill Air Conditioning of the precise location of all services where the works at to be carried out and clearly mark the same. The services You must identify include electrical services, gas services, sewer services, water mains, irrigation pipes, telephone cables, fibre optic cables, and any other services that may affect the Site or the works being carried on at the Site.
    2. You agree to indemnify Ryan Ardill Air Conditioning from any claim, cost, expense or loss suffered by Ryan Ardill Air Conditioning as a result of, or relating to, Your failure to provide Ryan Ardill Air Conditioning:
      1. with the plans or information as referred in clause 1; or
      2. with the plans or information as referred in clause 1 by the time specified by Ryan Ardill Air Conditioning.
    3. You are solely responsible for notifying councils or appropriate authorities in relation to works done by Ryan Ardill Air Conditioning for You.
    4. Whilst Ryan Ardill Air Conditioning will take all care to avoid damage to any underground services You agree to indemnify Ryan Ardill Air Conditioning 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 1.
    5. You agree to provide Ryan Ardill Air Conditioning (or any of its employees or contractors) a licence to occupy the Site for the purposes of undertaking the Services or delivery of Goods.
    6. You must ensure that the Site is safe and does not pose as a hazard to Ryan Ardill Air Conditioning (or any of its employees or contractors)
  9. Delay in Services
    Should the Services at the Site be held up for reasons beyond Ryan Ardill Air Conditioning’s control, then:

    1. Ryan Ardill Air Conditioning may recover the costs of such delay from You;
    2. You shall indemnify Ryan Ardill Air Conditioning from any increased costs, losses or expenses due to such delay.
  10. Payment
    1. You must, within the time specified in Your Job Order pay Ryan Ardill Air Conditioning the total amount set out in the invoice in full and with no deduction or set-off. If no time is specified with the Job Order or invoice delivered to You, payment of the amount specified in the Job Order is payable within 7 days from the completion of Services (as determined by Ryan Ardill Air Conditioning).
    2. Payment for Goods must be made upfront unless expressly waived by Ryan Ardill Air Conditioning.
    3. At Ryan Ardill Air Conditioning’s sole discretion a deposit or deposits may be required prior to Services being undertaken.
    4. If a deposit is so requested by Ryan Ardill Air Conditioning You acknowledge that Ryan Ardill Air Conditioning is under no obligation to undertake any work until the deposit is received by Ryan Ardill Air Conditioning in full and when all details pertaining to the Services are finalised.
    5. In the event of default as to payment owing to Ryan Ardill Air Conditioning or any breach of these Terms on the part of You, Ryan Ardill Air Conditioning shall be entitled to the deposit (to recover any loss or cost incurred by Ryan Ardill Air Conditioning or for payment of Services undertaken, or Goods purchased, by Ryan Ardill Air Conditioning) and claim any profit or margin contemplated by or allowed for in the Job Order in addition to any remedy available to Ryan Ardill Air Conditioning at law or in equity.
    6. Where work is to be carried out over a period exceeding one month, then pro-rata progress payments may be claimed and invoiced by Ryan Ardill Air Conditioning in its sole direction.
    7. Unless otherwise notified by Ryan Ardill Air Conditioning from time to time, no surcharge will apply to payments made via EFT (Electronic Funds Transfer) directly to Ryan Ardill Air Conditioning’s bank account or payments made by Visa Card or Master Card.
    8. In the event of a dispute between you and Ryan Ardill Air Conditioning, the complete undisputed portion of the Services (as determined by Ryan Ardill Air Conditioning acting reasonably) must be paid in accordance with the payment terms set out in these Terms.
    9. In the event that You fail to make any payment by the due date, all monies owing to Ryan Ardill Air Conditioning will become immediately due and payable, and Ryan Ardill Air Conditioning may in its discretion:
      1. cease Services, or withhold delivery of Goods, until all monies have been paid in full;
      2. exercise its rights under clause 14;
      3. engage any debt collection service or person or initiate legal proceedings to recover all outstanding monies;
      4. exercise all or any of its rights or powers of recovery or sale as provided for under these Terms;
      5. charge interest under clause 10;
      6. do all such other things necessary to recover the overdue payment and the costs incurred as a result of Your failure to make payment in accordance with these Terms.
    10. Interest on overdue amounts may be charged at a rate of 1.5 % per calendar month (compounding monthly) or part thereof and You are liable for, and expressly undertake to pay, all such interest.
    11. Should it be considered necessary by Ryan Ardill Air Conditioning to incur legal or other expenses, including any such expenses to any debt collection agency, in obtaining, or attempting to obtain, payment for any amount due by You, You will be liable for all such expenses.
    12. Amounts received by Ryan Ardill Air Conditioning may be applied first against interest, charges and expenses.
    13. Any payment made by or on behalf of You which is later avoided by the application of any Federal or State legislation or regulation or law shall be deemed not to discharge Your indebtedness and, in such an event, Ryan Ardill Air Conditioning and You are to be restored to rights which each respectively would have had if the payment had not been made.
    14. You are liable for, and expressly undertake to pay, all fees (including an including an administration fee in an amount to be set from time to time by Ryan Ardill Air Conditioning) incurred as a result of a cheque or electronic banking transaction being dishonoured for whatever reason.
  11. Warranty
    1. Service under warranty shall only be available between the hours of 7:30am to 4.30pm Monday to Friday, and excludes public holidays.
    2. Warranty does not include routine maintenance services including filter cleaning, rectification of faults arising from power failure, misuse of equipment, lack of routine maintenance or operator error.
    3. Any warranty as to the Goods shall be limited to the written warranty provided by the manufacturer to You on or before installation of the Good.
    4. Ryan Ardill Air Conditioning reserves the right to make null and void the warranty should the Goods or any part of the works be modified, altered, damaged or put to any undue stress other than in the way the Goods or works were designed to perform.
    5. Ryan Ardill Air Conditioning warrants that Goods supplied shall be of merchantable quality provided that the Goods are used for their intended purpose. Where the Good is used contrary to any reasonable instructions provided by Ryan Ardill Air Conditioning the warranty is excluded.
    6. Without limiting clause 5, and to the extent permitted at law, Ryan Ardill Air Conditioning expressly excludes all statutory warranties including but not limited to all warranties relating to title, defects or conformity of the Goods or works.
    7. Any defects that arise in the Goods during any warranty period specified by Ryan Ardill Air Conditioning for those Goods will be replaced or repaired in accordance with this clause 11.
    8. Ryan Ardill Air Conditioning warrants that if any defect in any workmanship of Ryan Ardill Air Conditioning becomes apparent and is reported to Ryan Ardill Air Conditioning within thirty (30) days of the date of practical completion of the works (time being of the essence) then Ryan Ardill Air Conditioning will either (at its sole discretion) replace or remedy the workmanship.
    9. Ryan Ardill Air Conditioning excludes all other conditions and warranties except any implied conditions or warranties the exclusion of which would contravene any Federal or State legislation or regulation or law or cause any clause of these terms to be void (Non-excludable Condition).
    10. The warranty referred to in clause 7 and clause 11.8 will not apply:
      1. unless notice of any defect and any claim in respect thereof is given in writing to Ryan Ardill Air Conditioning within the warranty period (if there is no warranty period – then thirty (30) days from the date of practical completion of the works as determined by Ryan Ardill Air Conditioning);
      2. if any serial number or identification or instalment plate attached to the relevant Goods has been altered, rendered illegible or removed;
      3. if the Goods or any part of the works have been:
        1. subject to misuse, abuse, negligence or accident otherwise than by Ryan Ardill Air Conditioning;
        2. connected to improper, inadequate or faulty power, water or drainage services or operated using incorrect, insufficient or contaminated lubricants, coolants, refrigerants, or additives;
        3. installed, maintained or operated otherwise than in accordance with the instructions of Ryan Ardill Air Conditioning;
        4. damaged by foreign objects;
        5. serviced, repaired, altered or moved otherwise than by Ryan Ardill Air Conditioning or its nominees or using non approved replacement parts.
      4. if the Goods (or any part of the works) are used for any purpose or subjected to any operating conditions varying from that for which it was specifically supplied by Ryan Ardill Air Conditioning; or
      5. if damage to the Goods or works arose from corrosion, or physical or chemical properties of water, steam or chemical compounds unless the Goods were supplied by Ryan Ardill Air Conditioning for a purpose which contemplated these contributing elements and in respect of which there was specific and detailed prior disclosure by You.
    11. Ryan Ardill Air Conditioning’s liability to You in respect of the warranty referred to in clause 7 and clause 11.8, breach of any Non-excludable Condition, breach of contract or any negligent act or omission, is limited at Ryan Ardill Air Conditioning’s option, to:
      1. in the case of Goods, replacement or repair of the Product, or any part thereof, or the supply of equivalent Goods; and
      2. in the case of Services, the re-supply of the Service (by Ryan Ardill Air Conditioning or a contractor of Ryan Ardill Air Conditioning), or the cost of re-supply of that Service.
    12. You will be responsible for, and must meet all charges in respect of:
      1. making the Goods accessible for service including the removal, dismantling or reinstatement of any equipment to which the Goods may be connected or from premises where the Goods are installed;
      2. labour, transportation, travelling or communication expenses necessarily incurred in the provision of services or repairing Goods at locations; and
      3. any surcharge applicable in respect of the provision of services or repairing Goods outside normal working hours.
    13. Notwithstanding any other provision of these Terms, Ryan Ardill Air Conditioning is in no circumstance (whatever the cause) liable in contract, tort including without limitation, negligence or breach of statutory duty or otherwise to compensate You for:
      1. any increased costs or expenses;
      2. any loss of profit, revenue, business, contracts or anticipated savings;
      3. any loss or expense resulting from a claim by a third party; or
      4. any loss or damage, including any consequential loss or damage, arising from any delay in delivery or failure to deliver any Goods or Service, either whole or in part, due to circumstances beyond Ryan Ardill Air Conditioning’s control.
  12. Intellectual Property Indemnity
    1. All intellectual property created by or on behalf of Ryan Ardill Air Conditioning in relation to the Services supplied by Ryan Ardill Air Conditioning will be and remain the sole property of Ryan Ardill Air Conditioning.
    2. You acknowledge that all technical information, advice, know-how, drawings, designs and samples submitted to You by Ryan Ardill Air Conditioning are confidential and the proprietary information of Ryan Ardill Air Conditioning. You will keep all such information secret and confidential and will not disclose it or any part thereof to any person without the express written authority of Ryan Ardill Air Conditioning
  13. Marketing materials
    You grant Ryan Ardill Air Conditioning the right to:

    1. take photographs, film, videotape or other images of the works completed in or otherwise located at Your premises, and to use, reproduce, publish, edit, modify, dispose of or otherwise deal with those images; and
    2. reproduce and publish Your name and trademarks, and disclose the fact that Ryan Ardill Air Conditioning has provided Services to You.
  14. Cancellation
    1. Ryan Ardill Air Conditioning may cancel or postpone the Services or delivery of Goods at any time before commencement of the Services by giving reasonable notice to You by any means.
    2. In the event that You cause a delay in the commencement of the Services in accordance with a Job Order or any cancellation or postponement of the provision of the Services or delivery of Goods:
      1. Ryan Ardill Air Conditioning is not be liable for any loss or damage, including any consequential loss or damage, as a result of any such delay or cancellation or postponement;
      2. You are liable for any costs incurred by Ryan Ardill Air Conditioning up to the time of the cancellation or postponement.
  15. Insurance
    You are responsible for obtaining insurance for any loss or damage which occurs at the Site as a result of, whether directly or indirectly, from the provision of Services or the Goods, including for food and product loss and other consequential losses arising from breakdown of Goods or failure to perform, as and from the date of delivery of the Goods by Ryan Ardill Air Conditioning or its agent.
  16. Assignment
    You may not assign or transfer any of its rights or obligations under these Terms to any other person without the prior written approval of Ryan Ardill Air Conditioning which may be withheld by Ryan Ardill Air Conditioning in its absolute discretion.
  17. Termination
    1. These Terms will continue in force until terminated in accordance with these Terms.
    2. Ryan Ardill Air Conditioning may terminate these Terms with immediate effect upon written notice to You if:
      1. You suffer an insolvency event, including if a receiver/receiver and manager, liquidator, provisional liquidator, administrator, trustee in bankruptcy or other like person is appointed, or a scheme of arrangement is proposed or approved in respect of You, or a deed of company arrangement is proposed or approved in respect of You, or a mortgagee enters into possession of any of Your assets or an application is made for the winding up or sequestration of the estate of You;
      2. You breach a term of these Terms, and fail to remedy that breach within 14 days of a written notice requiring it to do so.
    3. Either party may terminate these Terms upon one month’s prior written notice to the other party.
    4. Upon termination of these Terms:
      1. all monies owing to Ryan Ardill Air Conditioning will immediately become due and payable;
      2. Ryan Ardill Air Conditioning may, in its discretion, exercise its rights under clause 20;
      3. Ryan Ardill Air Conditioning may stop all work;
      4. You will be required to reimburse Ryan Ardill Air Conditioning for all reasonable costs incurred by Ryan Ardill Air Conditioning, up until the date of termination, in connection with the supply of Goods and Services up to termination.
    5. Termination of these Terms will not affect any accrued rights or remedies any party may have as at the date of termination.
  18. Force Majeure
    Neither Ryan Ardill Air Conditioning nor You shall be liable for any breach of any provision of any contract between them arising from an act of their respective God, natural disaster, terrorism, war or any other, specified or un-specified, occurrence beyond the control of either party.
  19. Variation of Terms
    1. These Terms may be amended or superseded from time to time by notice given by Ryan Ardill Air Conditioning by any means.
    2. Where You place a further Job Order after provision of the amended Terms, You are deemed to have accepted the proposed variations.
  20. Retention of Title
    1. Title in all the Goods supplied shall remain vested in Ryan Ardill Air Conditioning and shall not pass to You until all monies owing to Ryan Ardill Air Conditioning by You together with all collection, repossession and/or legal costs incurred have been paid in full. If any of the Goods are damaged or destroyed prior to the title passing to You, Ryan Ardill Air Conditioning is entitled, without affecting any other rights and remedies under these Terms, to any insurance proceeds payable for the Goods in accordance with the PPS Act.
    2. The Goods, whether as separate chattels or as components, and the proceeds from the use or sale of the Goods, shall be stored in such a manner as to be clearly identifiable and traceable as the property of Ryan Ardill Air Conditioning until title has passed to You.
    3. Where You are liable for and have failed to pay for the Goods or the Services, Ryan Ardill Air Conditioning may demand at any time until title has passed to You that You return the Goods or any part of them.
    4. In the event that You default in the payment of any monies owing to Ryan Ardill Air Conditioning, Ryan Ardill Air Conditioning and its employees or agents shall have the right to enter without notice upon Your premises or any other premises where the Goods are known to be stored (and You must ensure that Ryan Ardill Air Conditioning has the right to enter such premises at all times) to repossess the Goods and for this purpose You shall grant reasonable access rights and Ryan Ardill Air Conditioning, its employees or agents shall be entitled to do all things required to secure repossession or render inoperative such Goods or associated equipment by the removal of some component, part or device there from.
    5. Ryan Ardill Air Conditioning may, without notice to You, resell any Goods it repossesses under this clause. In the event that Ryan Ardill Air Conditioning repossess and sells any Goods under this clause, Ryan Ardill Air Conditioning will repay to You such amounts (if any), up to the amount paid by You for the relevant Goods, remaining after deduction of all costs and expenses incurred by Ryan Ardill Air Conditioning in exercising its rights under this clause (including repossession, selling and storage costs, and revaluing the Good to ascertain its resale value). The amount payable by Ryan Ardill Air Conditioning under this clause will be reduced in accordance with any reduction in the value of the Good due to damage or depreciation while in the possession or control of You.
  21. Taxes
    1. Unless specifically described as ‘GST inclusive’, any consideration to be paid or provided for a supply by Ryan Ardill Air Conditioning to You does not include any amount on account of goods and services tax, or any similar tax applicable in Australia (GST). Where any supply is subject to GST (other than a supply the consideration for which is specifically described as ‘GST inclusive’), You must, at the same time and in the same manner as the GST exclusive consideration is payable or to be provided for that supply, pay to Ryan Ardill Air Conditioning an amount equal to the GST payable by Ryan Ardill Air Conditioning in respect of that supply.
    2. Other government and council charges are in addition to prices quoted and are payable by You and if paid by Ryan Ardill Air Conditioning are refundable by You to Ryan Ardill Air Conditioning.
  22. Personal Property Securities Act 2009 (Cth)
    1. For the purpose of these Terms, as appropriate, any words contained in the subsequent clauses have the respective meanings as defined in the Personal Property Securities Act 2009 (Cth) (PPS Act) and the parties acknowledge that:
      1. You are the grantor,
      2. Ryan Ardill Air Conditioning is the secured party;
      3. the Goods, which are commercial property, are the collateral; and
      4. attachment occurs on acceptance of Your Job Order.
    2. You agree that where the Services or the Goods are supplied on credit by Ryan Ardill Air Conditioning then:
      1. You charge, and agree to charge, all of the Goods with payment of all amounts owed in accordance with these Terms;
      2. You confirm that the Goods are held on trust for Ryan Ardill Air Conditioning; and
      3. that You hold the Goods subject to the powers and rights of Ryan Ardill Air Conditioning contained or implied in these Terms and the PPS Act.
    3. You acknowledge these terms give rise to a Security Interest in favour of Ryan Ardill Air Conditioning, which Ryan Ardill Air Conditioning may, in its discretion, affect a registration on the PPS Act register (in any manner Ryan Ardill Air Conditioning deems appropriate) in relation to any security interest arising under or in connection with or contemplated by these Terms.
    4. You waive Your right to receive notice of a verification statement in relation to any registration by Ryan Ardill Air Conditioning on the register.
    5. You agree to promptly execute any documents, provide all relevant information, fully cooperate with Ryan Ardill Air Conditioning and do any other act or thing that Ryan Ardill Air Conditioning requires to ensure that Ryan Ardill Air Conditioning has a perfected security interest in, and has priority over any other security interests in, the Goods or otherwise.   In the event that You do not provide the necessary details to complete a valid financing statement for the purposes of the PPS Act, then You agree that, until all monies owing to Ryan Ardill Air Conditioning are paid in full, You shall not sell or grant any other security interest in the Goods.
    6. You will not:
      1. register a financing change statement in respect of the Security Interest; or
      2. agree to or create another Security Interest in the Goods;

      without Ryan Ardill Air Conditioning’s prior written consent.

    7. If Chapter 4 of the PPS Act would otherwise apply to the enforcement of a security interest arising in connection with these terms, You agree that the following provisions of the PPS Act will not apply to the enforcement of these terms: section 95 (notice of removal of accession), to the extent that it requires Ryan Ardill Air Conditioning to give a notice to You;  section 96 (when a person with an interest in the whole may retain an accession);  subsection 121(4) (enforcement of liquid assets – notice to grantor); section 125 (obligation to dispose of or retain collateral); section 130 (notice of disposal), to the extent that it requires Ryan Ardill Air Conditioning to give a notice to You; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); subsection 134(1) (retention of collateral); section 135 (notice of retention); section 142 (redemption of collateral); and, section 143 (reinstatement of security agreement).
    8. Notices or documents required or permitted to be given to Ryan Ardill Air Conditioning for the purpose of the PPS Act must be given in accordance with the PPS Act.
    9. Ryan Ardill Air Conditioning agrees with You not to disclose information of the kind mentioned in subsection 275(1) of the PPS Act except in circumstances required by paragraphs 275(7)(b)-(e).
    10. If Ryan Ardill Air Conditioning receives any notice in relation to You under section 64 of the PPS Act, all outstanding monies may, at Ryan Ardill Air Conditioning’s discretion, become immediately due and payable.
    11. You agree to reimburse Ryan Ardill Air Conditioning, upon demand, for all costs and/or expenses incurred or payable by Ryan Ardill Air Conditioning in relation to registering or maintaining any financing statement, releasing in whole or in part Ryan Ardill Air Conditioning’s security interest or any other document in respect of any security interest.
  23. Privacy
    1. You hereby authorises Ryan Ardill Air Conditioning to collect, retain, record, use and disclose consumer and/or commercial information about You, in accordance with the Privacy Act 1988 and subsequent amendments, to persons and/or legal entities who are a solicitor or any other professional consultant engaged by Ryan Ardill Air Conditioning, a debt collector, credit reporting agency and/or any other individual or organisation which maintains credit references and/or default listings.
    2. Ryan Ardill Air Conditioning may give information about You to a credit reporting agency for the purposes of obtaining consumer and commercial credit reports and/or lodging consumer and commercial defaults on Your credit file. This information may be given before, during or after the provision of credit to You and will be in accordance with the Privacy Act 1988 and subsequent amendments.
  24. Security
    1. You hereby charge all property both equitable and legal, present or future of You in respect of any monies that may be owing by You to Ryan Ardill Air Conditioning under these Terms or otherwise.
    2. If any monies are owing by You then You grant Ryan Ardill Air Conditioning an equitable interest in any real property (to the extent it is owned by You) which entitles Ryan Ardill Air Conditioning to lodge a caveat over that real property to secure repayment of the sum of those outstanding monies, any interest charged in accordance with these Terms (or interest otherwise payable under law) and any costs incurred when seeking to recover those costs and interest.
  25. Indemnity
    To the full extent permitted by law, You will indemnify Ryan Ardill Air Conditioning and keep Ryan Ardill Air Conditioning indemnified from and against any liability and any loss or damage Ryan Ardill Air Conditioning may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these terms and conditions by You or Your representatives.
  26. Jurisdiction
    1. These Terms shall be read and construed in accordance with the laws of the State of South Australia and, where applicable, the Commonwealth of Australia and You submit to the non-exclusive jurisdiction of the courts of South Australia in respect of any dispute or any other matter arising out of these Terms.
    2. Should a dispute arise between You and Ryan Ardill Air Conditioning, either party may refer the dispute to mediation by the Australian Disputes Centre (ADC) for resolution in accordance with the Guidelines for Commercial Mediation of the ADC. Each party must bear its own costs of resolving a dispute under this clause and the parties must bear equally the costs of any appointed person and independent premises used for resolving or attempting to resolve a dispute. For the avoidance of doubt, in the event that a party refers a dispute to mediation under this clause then the other party (or its representative) must attend such mediation.
    3. If a dispute is not resolved under subclause 2 within 30 days, a party that has complied with this clause may terminate the dispute resolution process by giving notice in writing to the other party.
  27. South Australia, Building and Construction Industry Security of Payments Act 2009
    1. At Ryan Ardill Air Conditioning’s sole discretion, the provisions of the Building and Construction Industry Security of Payments Act 2009 may apply.
    2. Nothing in these Terms is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 2009 of South Australia, except to the extent permitted by the Act where applicable.
    3. You accept that email is a valid format to receive payment claims made under the Building and Construction Industry Security of Payments Act 2009 or any other notice under these Terms.