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Terms and Conditions of Business

1. Definitions

In these conditions the following terms shall have the following meanings:
'Company' ITFM Services Pty Ltd trading as Relocrate
'Customer' any legal person, entity or body corporate who's Order is accepted by the Company.
'Contract' any contract for the supply of Goods or Services by the Company to the Customer.
'Goods' and or 'Equipment' any goods forming the subject of this contract including parts and components of or materials incorporated in them.
'Services' any services forming the subject of these conditions or the contract.

'Hire' means the hiring and or use of Equipment by a Customer for a period of time as agreed between the Customer and the Company.
'Conditions' means these Terms and Conditions of Business.
'Operating Procedures' means such procedures (if any) notified by the Company to the Customer from time to time for the use of the Equipment.
'Use' means the use of Equipment by a Customer in accordance with the Operating Procedures for an open-ended period terminable by notice or as otherwise provided hereunder.

2. Quotation
a. Quotations by the Company unless otherwise stated in them shall be open for acceptance in 30 days of the date of the quotation.

3. Existence of Contract

a. No Contract shall come into existence until the Customer's order (however given) is accepted by the earliest of; the Company's written acceptance, delivery of the Goods or Services, or the Company's invoice
b. These conditions shall be incorporated in any Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer
c. No variation or amendment of this document or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties

4. Prices
a. The Prices for the Goods or Services are ex-works and exclude packing, insurance and carriage, GST, and other taxes or duties. Prices invoiced are calculated in respect of the quantity of Goods or Services actually delivered and hours of Services provided irrespective of the quantity in respect of which any quotation was issued.

b. The Company shall have the right to adjust its prices for any increase in the price of materials, parts, labour, and transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract.

c. Price clauses shall take effect on the date of service on the customer of notice of the change.

5. Payment

a. Relocrate will periodically invoice for the charges and all invoices will be notified to The Customer electronically.

b. All costs are payable in Australian dollars and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.

c. If the Customer fails to pay the costs incurred by the due date the Customer shall receive those goods and/or services. If goods aren't returned to the Company at the end of the hire contract period, the Customer shall pay interest on any overdue goods from the date the hire agreement was due to expire.

d. You authorise that where a minimum commitment value exists in the contract and the customer does not meet the minimum spend then a single charge will automatically be applied to the account on day 365 for the balance as stated in the contract.

6. Delivery/Pickup by Customer

a. Hire Customers at a time and date agreed may either: (i) Collect the Equipment from the Company's depots; or (ii) Request the Company to deliver the Equipment. The Customer will be liable for delivery charges in accordance with the Company's normal rates which are available on request.

b. Unless otherwise and previously agreed in writing (on each occasion) between the Company and Customer, acceptance by the Customer of goods and/or services which have been ordered shall occur upon delivery, or attempted delivery, to the Customer or on pickup by the Customer or it's agents from the Companies depot.

c. If the Customer fails to take delivery during the specified time, the Company is entitled to consider the order cancelled and charge a re-stock fee, or if agreed in writing the Company may redeliver, but is entitled to charge a re-delivery fee.

d. Any date of delivery given by the Company to the Customer shall be an estimate date only and while the Company will endeavour to comply with such date the Company shall not be responsible for late delivery.

e. Without prejudice to the generality of the foregoing the Company shall not be liable for late delivery or failure to deliver through any cause which is beyond the reasonable control of the Company.

f. Where the Company offers goods for next working day delivery this is on the assumption that the goods are normally held in stock. If at any time a next day delivery order is placed by the Customer, but the goods are not available for whatever reason, the Company shall notify the Customer, and rearrange delivery and offer to dispatch on a next working day basis at the next available opportunity.

g. Orders received outside normal working hours Mon-Fri 09:00-17:00 will be processed on the next working day and for the purpose of delivery the date of processing will be regarded as the date of order.

h. The delivery of goods to a customer's premises is based on delivery of items to a central point at the customer's premises. Any additional delivery time will be charged for at hourly rates and automatically added to the final invoice. If any stair work activity is required The Company must be notified of such a requirement at least 24 hours prior to delivery activity and such works will always incur penalty rates to cover additional resources required t o safely execute works of this nature.

7. Collection/drop-off by Customer

a. Equipment must be returned to the Company at the expiry of the Hire/Use period either: (i) By the Customer effecting delivery to the Company's depots. If the return date has not been agreed then the Company must have 24 hours notice of the return; or (ii) By the Customer requesting the Company to collect the Equipment. In this case a minimum of three days notice is required and the Company's normal collection charges will apply as in condition 6.a(ii) above. Collections requested without due notice will incur additional charges. Equipment shall only be treated as having been returned if the Company shall have issued a return receipt to the Customer.

b. The collection of goods from a customer's premises is based on collection of readily available items from a central point at the customer's premises. Any additional collection time will be charged for at hourly rates and automatically added to the final invoice. If any stair work activity is required The Company must be notified of such a requirement at least 24 hours prior to collection activity and such works will always incur penalty rates to cover additional resources required to safely execute works of this nature.

7. Risk, Delivery and Performance

a. The Goods or Services are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer's agent whoever pays its charges) at the Company's premises or other delivery point agreed by the Company.

b. Risk in the Goods or Services passes when any of the conditions listed in item 6. Above are executed.

c. The Company may at its discretion deliver the Goods or Services by instalments in any sequence.

d. Where the Goods or Services are delivered by instalments, no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods or Services previously delivered or undelivered Goods or Services.

e. The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of Goods and Services ordered.

f. Any dates quoted by the Company for the delivery of the Goods or Services and performance of the Services are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery or performance dates.

g. If the Customer fails to take delivery of the Goods or Services or any part of them on the due date and to provide any instructions or documents required to enable the Goods or Services to be delivered on the due date, the Company may on giving written notice to the Customer store or arrange for the storage of the Goods or Services, and on the service of the notice risk in the Goods or Services shall pass to the customer, delivery of the All information included in this document must be treated as confidential, under no circumstances must any part be disclosed to any other party.

Goods or Services shall be deemed to have been taken place, and the Customer shall pay to the Company all costs and expenses including storage and insurance changes arising from its failure.

h. The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.

8. Claims Notification

a. Any claim that any Goods or Services have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company in 7 days of their delivery.

b. Any alleged defect shall be notified by the Customer to the Company in 7 days of the delivery of the Goods or Services or in the case of any defect which is not reasonably apparent on inspection in 2 days of the defect coming to the Customer's attention and in any event in the following periods; for Goods or Services manufactured by the Company 6 months from the date of delivery; for second hand Goods or Services no period is applicable unless otherwise specified in the Contract; and for Goods or Services not of the Company's manufacture the warranty period given by the manufacturer.

c. Any claim under this condition must be in writing and must contain full details of the claim including the reference numbers of any allegedly defective Goods or Services.

d. The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall if so requested in writing by the Company promptly return any Goods or Services the subject of any claim and any packing materials securely packed and paid to the Company for examination.

e. The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.

9. Scope of Contract

Under no circumstances shall the Company have any liability of whatever kind for:

a. Any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Company or the manufacturer of any Goods or Services or Goods or Services or neglect or from any instructions or materials provided by the Customer

b. Any Goods or Services which have been adjusted, modified or repaired except by the Company

c. The suitability of any Goods or Services for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company.

d. Any substitution by the Company of any materials or components not forming part of any specification of the Goods or services agreed in writing by the Company

e. Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company's catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Goods or Services and not to form part of the

f. Any technical information, recommendations, statements or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made, or any variations in the quantities or dimension of any Goods or Services or changes of their specifications or substitution of any materials or components; if the variation or substitution does not materially affect the characteristics of the Goods or services, and the substituted materials or components are of a quality equal or superior to those originally specified.

10. Extent of Liability

a. The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any way of or in connection with the performance of or failure to perform the Contract except for death or personal injury resulting from the Company's negligence, and expressly stated in these conditions.

b. If the Customer establishes that any Goods or Services have not been delivered, have been delivered damaged, are not of the correct quantity or do not comply with their description the Company shall, at its option, replace with similar Goods or Services any Goods or services which are missing, lost or damaged or do not comply with their description, the Company shall either:

i. Replace the goods without further charge, or
ii. Accept the return of the goods and credit the Buyer with the price thereof, or
iii. Make the Buyer an allowance being the difference between the value of the goods at the time of the complaint by the Buyer and the invoice price.

c. If the Customer establishes that any Goods or Services are defective the Customer must return those Goods or Services forthwith, at its own cost, to the Company which will be repaired or replaced at the Company's discretion and according to manufacturer's warranty. If the Goods or Services can not be replaced or repaired within 3 months of the Company's receipt thereof the Company may credit the Customer in part or in full at it's own discretion.

d. If the Customer returns to the Company any Goods or Services for repair and some are found to be fault free then the Company may, at its own discretion, charge the Customer for its reasonable handling costs.
e. The delivery of any repaired or replacement Goods or Services shall be at the Company's premises or other delivery point specified for the original Goods or Services.

f. Where the Company is liable in accordance with this condition in respect of only some or part of the Goods or Services the Contract shall remain in full force and effect in respect of the other or other parts of the Goods or Services and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods or Services.

g. No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustment's, alterations to other work has been done to the Goods or Services by any person except the Company.

h. The Company shall not be liable where any Goods or Services the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such or lost or damaged Goods or Services will, if available, be supplied by the Company at the prices ruling at All information included in this document must be treated as confidential, under no circumstances must any part be disclosed to any other party the date of despatch.

i. In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods or Services.

j. The Company shall not be bound by any warranty or representation given by or made on its behalf unless specifically stated in writing and expressly signed stating it is to be incorporated in these Terms and Conditions.

11. General

a. The Company may sub-contract the performance of this Contract in whole or in part.

b. The Customer shall not assign or (without first obtaining the Company's written consent) sub-let these Terms and Conditions or the Contract in whole or in part and it shall be a condition of any such consent to any sub- letting of these Terms and Conditions or the Contract that the Customer shall:
ensure and be responsible for the compliance by any sub-contractor's with the terms of this contract;
include in the sub-contract provisions consistent with these conditions for the benefit of and enforceable by the
Company; and furnish the Company with copies of any sub-contract upon the Company's request at any time.

c. The Company shall have a lien Customer's property in the Company's possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days' notice in writing to the Customer. On accounting to the Customer for any balance remaining after payment of any amounts due to the Company and the costs of sale and disposal the Company shall be discharged of any liability in respect of the Customer's property.

d. The Company may at its discretion suspend or terminate the supply of any Goods or Services if the Customer fails to make any payment when and as due or otherwise defaults in any its obligations under this Contract or any other contract with the Company or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Company shall be discharged of any liability in respect of the Customer's property.

e. If the Goods or Services are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged that the design
or specification infringes the rights of any third party.

f. Except for any which is expressly agreed to be included in the Goods and Services all tools, patterns, materials, drawings, specifications and other data provided by the Company shall remain its property and all execution of any orders shall become the property of the Company.

g. The Customer shall Hire/Use/purchase the Equipment under these Conditions and the Company agrees to supply the Equipment in fully serviceable condition. The Customer must check the Equipment against delivery notes and notify the Company of any shortages or damage within 24 hours of delivery. In the absence of any such notification the Customer will be deemed to be satisfied with the quantity and condition of the Equipment, and that it is suitable for the purposes required.

h. The Conditions herein shall not be affected by any previous dealings between the Company and the
Customer. Each particular contract shall be regarded as a separate and new contract having no relation to other
contracts between the Company and the Customer.

i. The Customer under a Hire agreement shall be responsible for maintaining all Equipment in good condition. If the Equipment is damaged whilst in the Customer's possession or control the Customer must immediately notify the Company who will carry out the necessary repairs. If such damage was not the result of fair wear and tear the cost of such repairs or their replacement will be paid by the Customer.

j. In the event of the Equipment covered by a Hire agreement being lost or damaged beyond reasonable repair, whilst in the possession or control of the Customer or not being returned within three (3) months of any return date agreed with or stipulated by the Company (or any extension thereof agreed in writing by the Company) or not returned immediately if a Hire agreement is terminated for whatever reason the Company shall be entitled at any time to invoice the Customer for and the Customer shall be liable to pay the replacement value of such equipment in accordance with the Company's current replacement list. Payment of such price shall not affect any rights of the Company or liabilities of the Customer subsisting at the date of invoicing. The Customer shall pay all Hire charges incurred during such period the Equipment is not returned.

k. Legal title to the Equipment remains at all times with the Company and any and all Equipment damaged by the Customer must be returned to the Company whether or not the Customer has paid the cost of replacing the damaged equipment.

l. A Hire Customer shall have no right of property in the Equipment except the right to use the Equipment as a
Customer on these Conditions.

m.(i) A Hire Customer shall be liable for payment of the hire charges as from the date of delivery of the Equipment to the Customer or to whomsoever he directs and shall be responsible for maintaining it in good condition (save for fair wear and tear) until it is returned to the Company or to whom the Company may direct. Minimum hire period is one week (seven days).
m.(ii) A User Customer shall be liable for the payment of charges as notified to the Customer by the Company. n. In the event of any agreement to Hire being terminated then any monies owed by the Customer to the
Company will become due to the Company immediately.

o. In the event of the Equipment not being returned at the end of the period of Hire/Use the Customer agrees to pay the Company on demand all expenses costs and charges whatsoever incurred by or on behalf of the Company in ascertaining the whereabouts of the Customer or the Equipment or any part thereof or in taking possession of the same. The Customer will also repay to the Company all costs and charges and expenses incurred by reason of any breach of the Agreement by the Customer. Liability for these additional costs by the Customer is without prejudice to any other rights the Company may have.

p. Except as provided hereunder a Customer agrees that under no circumstances will they rehire, lend or otherwise part with possession of the Equipment other than with the written agreement of the Company.

q. Subject to written confirmation by the Company a Hire Customer may introduce a subsequent Customer on the following terms:
(i) The Customer in these circumstances shall act as agent for the Company but shall not be entitled to any remuneration therefore.

All information included in this document must be treated as confidential, under no circumstances must any part be disclosed to any other party

(ii) The Customer's authority shall not extend beyond that necessary to constitute the subsequent Customer a new Customer under the Terms and Conditions hereof.
(iii) The subsequent Customer shall make payment of all charges hereunder to the Company from the date subsequent or extended hire begins.

r. No forbearance or indulgence shown or granted by the Company to the Customer (being the sole Customer or by one or more joint customers hereunder) in any regard whatsoever shall constitute a waiver of any of the Conditions to be performed by that or any other customer or in any way affect diminish restrict or prejudice the rights and powers of the Company.

s. Where two or more Customers are party to one agreement with the Company, and their liabilities there under are joint and several, their liabilities under these Conditions shall also be joint and several.

t. If any condition, term or provision herein shall be held to be illegal or unenforceable such terms or provisions shall be deemed to be excluded but the validity of the remaining conditions shall not be affected.

u. These conditions constitute the standard terms and conditions of the Company and shall apply to the hire, purchase or management of equipment from the Company unless otherwise agreed in writing by the Company. By taking possession of any equipment provided by the Company, or, upon signing a contract or agreement with the Company, the Customer agrees to accept these conditions in full.

12. Title

a. The Company shall transfer only such title or rights in respect of the Goods or Services as the Company has and if the Goods or Services are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Goods and Services.

b. Notwithstanding the earlier passing of risk title in the Goods or Services shall remain with the Company and shall not pass to the Customer until the amount due under the invoice (including interest and cost) has been paid in full.

c. Until title passes the Customer shall hold the Goods or Services as bailer for the Company and shall store or mark them so that they can at all times be identified as the property of the company.

d. The Company may at any time before title passes and without any liability to the Customer - repossess and dismantle and use or sell all or any of the Goods or Services and by doing so terminate the Customer's right to use, sell or otherwise deal in them and (for that purpose or determining what if any Goods or Services are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.

e. Until title passes the entire proceeds of the sale of the Goods or Services shall be held in trust for the Customer and shall be held in a separate designed account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Company's money.

f. The Company may maintain an action for the price of any Goods or Services notwithstanding that title in them has not passed to the Customer.

13. Confidentiality

a. The Customer shall not at any time whether before or after the termination of this Contract divulge or use any
unpublished technical information deriving from the Company or any other confidential information in relation
to the company's affairs or business method of carrying on business.

14. Cancellation

a. Orders for Goods or Services which have to be made especially for the Customer will be charged in full unless
written notice of cancellation is received not later than 2 weeks before the expected delivery date quoted in the
Company's order acknowledgement and manufacture of them or any components for them has not commenced at the date of that notice.

15. Force Majeure

a. The Company shall not be liable for any act or omission arising which shall render performance of the Contract
impossible or shall in any way have the effect of frustrating the common cause where such act or omission is beyond the control of either the Company or the Customer or was not reasonably foreseeable by them. Such acts or omissions shall have the effect of automatically terminating the contract.

16. Law and Jurisdiction

a. These Terms and Conditions shall in all respects be construed and interpreted in accordance with Contract Law in New South Wales. Where the Company and the Customer have contracted to perform in New South Wales the competent Court of Jurisdiction shall be the High Court of New South Wales. Where the Customer is resident outside of New South Wales, the Company may at its absolute discretion nominate the Court of the Customer's member state to be the Court of competent jurisdiction under Australian law. Where the Customer is resident elsewhere the Company shall possess the absolute discretion as to the competent court or jurisdiction.

17. Notices

a. Any notice given under this Contract shall be in writing and may be served personally, by registered or
recorded delivery mail, by telex or facsimile transmission, by any other means which any party specifies by
notice to the other.

A notice shall be deemed to have been served:

i. if it was served in person, at the time of service,
ii. if it was served by post, the day after the day after posting,
iii. if it was served by facsimile transmission, at the time of transmission.