Terms & Conditions
Please read these Terms and Conditions (“Terms”) carefully before using the Sustainable Infrastructure Systems (SIS) website (the “Website”).
Your access to and use of the Website is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Website, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you may not access the Website.
If you have any questions or concerns regarding these Terms and Conditions, please contact us at service@sisau.com.au.
Scope of Work:
1.1
This quotation (the “Quotation”) is provided by Sustainable Infrastructure Systems Pty Ltd (“the Seller”) to the buyer (“the Buyer” or “The Customer”) for the supply of FRP engineered solutions including bridges, boardwalks, access systems, flooring, structural members, WPC decking, and other related products (“the Goods” or “the Products”).
1.2
The Quotation includes a detailed description of the Products, quantities, prices, and any additional terms and conditions.
Entire Agreement:
2.1
These terms and conditions constitute the entire agreement between the Buyer and the Seller and govern every sales contract and sale of Goods. Any terms and conditions of the Buyer’s order or any other document that deviate from or are inconsistent with these terms and conditions are expressly rejected by the Seller. The Buyer’s assertion that their terms and conditions or any other document will prevail is also rejected. A contract between the Seller and the Buyer for the supply of goods is formed when the Seller accepts an order placed by the Buyer, either in writing or through overt act of acceptance. These provisions apply to every quotation or offer made by the Seller, unless otherwise stated and agreed upon in writing by the Seller.
Prices
3.1
Quotations are estimates and are subject to withdrawal, correction, or alteration until the Seller accepts the Buyer’s order. Prices are ex-Seller’s warehouse unless otherwise agreed in writing. Quotation prices do not include GST, which will be charged in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insurance
4.1
The Buyer must obtain and maintain insurance from a recognized and reputable public insurance company for the Goods. The insurance should cover their full insurable or replacement value (whichever is higher) from the time they leave the Seller’s premises or other place of dispatch until the title in the Goods passes to the Buyer.
Acceptance
5.1
The Quotation shall remain valid for a period of thirty (30) calendar days from the date of issuance.
5.2
Acceptance of the Quotation must be made in writing by the Customer within the validity period.
5.3
Upon acceptance, a Sales Order (as detailed in the Sales Order terms and conditions) shall be issued, and these Terms and Conditions shall apply.
Pricing and Payment:
6.1
The prices quoted in the Quotation are exclusive of any applicable taxes, duties, or levies unless otherwise stated.
6.2
Payment terms shall be as specified in the Quotation.
6.3
The Company reserves the right to revise the prices if any additional costs arise due to changes requested by the Customer or unforeseen circumstances.
Delivery
7.1
Delivery of the Products shall be in accordance with the terms specified in the Sales Order.
7.2
The Company shall make reasonable efforts to meet the agreed delivery schedule but shall not be liable for any delays beyond its control.
Delivery
8.1
The Company retains all intellectual property rights associated with the Products, including designs, drawings, and specifications.
8.2
The Customer shall not reproduce, distribute, or disclose any confidential or proprietary information without the Company’s prior written consent.
Limitation of Liability:
9.1
The Company shall not be liable for any indirect, incidental, special, or consequential damages arising from the supply of the Products or any breach of contract.
Termination of Supply:
10.1
The Seller reserves the right to terminate the supply of Goods to the Buyer by providing written notice under any of the following circumstances:
(a)
The Buyer takes any action for, or with the intent of, liquidation (including provisional liquidation), winding up, official management, bankruptcy, or insolvency. If such action remains pending for 21 days or more, the Seller may exercise this right, unless the Buyer can sufficiently demonstrate its solvency to the Seller’s absolute discretion.
(b)
The Buyer becomes insolvent or is unable, or deemed to be unable, to fulfill its debt obligations. This includes situations where the Buyer ceases or threatens to cease its business or a significant part thereof, engages in transactions with creditors to avoid or anticipate insolvency, halts or threatens to halt general payments, or has a receiver or receiver and manager appointed or an encumbrance taking or proposing to take possession of a substantial portion of its assets.
(c)
The Buyer enters into any arrangement, assignment, or composition with or for the benefit of its creditors or any class of them.
(d)
The Buyer fails to satisfy or challenge, in good faith and by appropriate means, any distress, attachment, or execution issued, levied, or enforced against it within 14 days.
(e)
A person is appointed under applicable law to investigate any aspect of the Buyer’s business or affairs, or an application is made for such an appointment. Alternatively, if an administrator is appointed to the Buyer or any steps are taken towards such an appointment.
(f)
The occurrence of any other event or circumstance, financial or otherwise, which, in the reasonable opinion of the Seller, is likely to significantly and adversely affect the Buyer’s ability to meet its payment obligations to the Seller.
In any of the aforementioned events, the Buyer shall be deemed to have breached its obligation to purchase the goods.
Taxes and Duties:
11.1
The Customer shall be responsible for any applicable taxes, duties, or other government charges related to the purchase of the Products, as specified by the relevant tax authorities.
Ownership:
12.1
Ownership of the Products shall remain with the Company until full payment has been received.
Confidentiality:
13.1
The Customer agrees to keep all pricing, commercial terms, and other proprietary information contained in the invoice confidential and shall not disclose it to any third parties without the Company’s prior written consent.
Governing Law and Jurisdiction:
14.1
These Terms and Conditions, including any disputes arising out of or in connection with the invoice, shall be governed by and construed in accordance with the laws of South Australia.
14.2
Any legal actions or proceedings arising from or relating to the invoice shall be subject to the exclusive jurisdiction of the courts of South Australia.
Scope of Work:
1.1
This Sales Order (the “Sales Order”) is provided by Sustainable Infrastructure Systems Pty Ltd (“the Seller”) to the buyer (“the Buyer” or “The Customer”) for the supply of FRP engineered solutions including bridges, boardwalks, access systems, flooring, structural members, WPC decking, and other related products (“the Goods” or “the Products”).
1.2
The Quotation includes a detailed description of the Products, quantities, prices, and any additional terms and conditions.
Acceptance:
2.1
The Customer must provide written acceptance of the Sales Order from Sustainable Infrastructure Systems Pty Ltd within one (1) business day from the receipt of the Sales Order. If the Customer fails to provide written acceptance within the agreed timeframe, it shall be deemed that the Sales Order is being formally accepted by the Customer.
2.2
Any amendments or changes to the Sales Order must be agreed upon in writing by both parties.
Payment Terms:
3.1
The Customer shall make the agreed-upon payment as per the terms specified in the Sales Order.
3.2
Unless otherwise specified in the Sales Order, payment shall be made within the agreed-upon timeframe from the date of the invoice.
3.3
In the event of non-payment or default, Sustainable Infrastructure Systems Pty Ltd reserves the right to withhold further deliveries and seek legal remedies to recover the outstanding amount, including interest charges and any applicable collection costs.
Title and Risk:
4.1
Title to the Products shall pass to the Customer upon full payment of the invoice amount.
4.2
Risk of loss or damage to the Products shall pass to the Customer upon delivery. It is the Customer’s responsibility to adequately and thoroughly inspect and check the quantity and state of goods upon delivery.
4.3
Once the goods are delivered and accepted by the Customer, it shall be deemed that the goods are formally approved by the Customer. Sustainable Infrastructure Systems Pty Ltd shall not be held responsible for any missing items or quality issues with the goods after delivery and acceptance by the Customer.
Warranty:
5.1
The Company warrants that the Products shall be free from defects in materials and workmanship for a period specified in the Sales Order.
5.2
The warranty is subject to proper storage, installation, use, and maintenance of the Products by the Customer in accordance with the Company’s instructions and industry standards.
5.3
Any claim under warranty must be made in writing and supported by evidence of the alleged defect. The Company reserves the right to inspect and assess the claimed defect before taking any remedial action, which may include repair, replacement, or refund, at the Company’s discretion.
5.4
The warranty does not cover damage or defects resulting from misuse, neglect, improper handling, unauthorized modifications, or natural wear and tear.
Limitation of Liability:
6.1
To the maximum extent permitted by law, Sustainable Infrastructure Systems Pty Ltd’s liability for any claims arising out of or in connection with the Sales Order, including but not limited to breach of contract, tort, or warranty, shall be limited to the total amount paid by the Customer for the Products covered under the Sales Order.
6.2
In no event shall Sustainable Infrastructure Systems Pty Ltd be liable for any indirect, consequential, incidental, or punitive damages, loss of profits, loss of business opportunities, or loss of data, whether based on contract, tort, strict liability, or otherwise.
Cancellation of Sales Order:
7.1
The Customer may request the cancellation of the Sales Order by providing written notice to Sustainable Infrastructure Systems Pty Ltd.
7.2
If the request for cancellation is received by Sustainable Infrastructure Systems Pty Ltd prior to the commencement of production or shipment of the Products, Sustainable Infrastructure Systems Pty Ltd may, at its discretion, approve the cancellation and notify the Customer accordingly.
7.3
In the event that production or shipment of the Products has already commenced at the time of the cancellation request, Sustainable Infrastructure Systems Pty Ltd reserves the right to determine whether to accept or deny the cancellation request.
7.4
If the cancellation request is accepted, the Customer may be responsible for any applicable cancellation fees, costs incurred, or non-recoverable expenses related to the Sales Order up to the point of cancellation.
Force Majeure:
8.1
Neither party shall be held liable for any delay or failure in the performance of its obligations under the Purchase Order if such delay or failure is caused by a Force Majeure event. A Force Majeure event refers to any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labour disputes, governmental actions, or any other event or circumstance beyond the control of the party affected. The party affected by the Force Majeure event shall promptly notify the other party in writing and shall use reasonable efforts to mitigate the effects of the event. The affected party’s performance of its obligations under the Purchase Order shall be suspended during the continuance of the Force Majeure event. If the Force Majeure event continues for a period of more than thirty (30) days, either party shall have the right to terminate the Purchase Order by providing written notice to the other party.
Governing Law and Jurisdiction:
9.1
These Terms and Conditions, including any disputes arising out of or in connection with the Sales Order, shall be governed by and construed in accordance with the laws of South Australia.
9.2
Any legal actions or proceedings arising from or relating to the Sales Order shall be subject to the exclusive jurisdiction of the courts of South Australia.
Seller means the party supplying the Goods, Equipment or services as described in the relevant Invoice.
Buyer means the person, persons, company or business described or indicated as the intended recipient of an Invoice.
Payment Terms:
1.1
The Customer shall make payment in full within the payment terms specified on the invoice, unless otherwise agreed upon in writing by both parties.
1.2
Payment shall be made in the currency specified on the invoice.
Late Payment:
2.1
In the event of late payment, the Customer shall be liable for interest charges at a rate of 10% per month or the maximum rate allowed by law, whichever is lower.
2.2
The interest shall accrue from the due date of payment until the outstanding amount is fully settled.
2.3
The Company reserves the right to suspend further deliveries or services until the outstanding payment is received.
Payment Method:
3.1
Payment shall be made by the Customer through the specified payment method indicated on the invoice.
3.2
The Customer shall be responsible for any additional fees or charges associated with the chosen payment method.
Dispute Notification:
4.1
Any disputes or discrepancies regarding the invoice must be notified in writing to the Company within two (2) business days from the date of the invoice.
4.2
The written notice should include a detailed description of the dispute and any supporting documentation or evidence.
Resolution of Disputes:
5.1
In the event of a dispute, the parties shall attempt to resolve the matter amicably through negotiation or mediation.
5.2
If the dispute remains unresolved after a reasonable period of negotiation or mediation, either party may seek legal remedies as permitted by applicable laws and regulations.
Non-Dispute Amounts:
6.1
The Customer shall promptly pay the undisputed portion of the invoice while the dispute is being resolved.
6.2
Failure to pay the undisputed portion within the specified timeframe may result in additional charges, including but not limited to collection fees and legal expenses.
Taxes and Duties:
7.1
The Customer shall be responsible for any applicable taxes, duties, or other government charges related to the purchase of the Products, as specified by the relevant tax authorities.
Ownership:
8.1
Ownership of the Products shall remain with the Company until full payment has been received.
Confidentiality:
9.1
The Customer agrees to keep all pricing, commercial terms, and other proprietary information contained in the invoice confidential and shall not disclose it to any third parties without the Company’s prior written consent.
Termination of Supply:
10.1
These Terms and Conditions, including any disputes arising out of or in connection with the invoice, shall be governed by and construed in accordance with the laws of South Australia.
10.2
Any legal actions or proceedings arising from or relating to the invoice shall be subject to the exclusive jurisdiction of the courts of South Australia.
Seller means the party supplying the Goods, Equipment or services as described in the relevant Invoice.
Buyer means the person, persons, company or business described or indicated as the intended recipient of an Invoice (Sustainable Infrastructure Systems Pty Ltd).
Acceptance:
1.1
The Seller must provide written acceptance of the Purchase Order from Sustainable Infrastructure Systems Pty Ltd within one (1) business day from the receipt of the Purchase Order.
1.2
Any amendments or changes to the Purchase Order must be agreed upon in writing by both parties.
Pricing and Cost:
2.1
The unit prices and values indicated on the Purchase Order include the following costs and expenses associated with the supply of the Goods:
(a)
Cost of delivery to the specified address or Site stated in the Delivery Instructions of this Purchase Order.
(b)
Insurance, duty, taxes, and packing costs.
(c)
Any other cost or expense inherent or incidental to the manufacturing, storage, delivery, transportation, loading, unloading, or any other necessary aspect of the Goods’ supply.
2.2
Unless otherwise expressly stated in the Purchase Order, the price of the Goods is fixed and firm, and it is not subject to any escalation or adjustment.
Delivery:
3.1
The Seller shall make reasonable efforts to deliver the Products in accordance with the agreed schedule as specified in the Purchase Order.
3.2
Sustainable Infrastructure Systems Pty Ltd shall provide all necessary information, access, and cooperation to facilitate timely delivery.
3.3
Any delays in delivery beyond the agreed schedule shall be promptly communicated to Sustainable Infrastructure Systems Pty Ltd within 1 (one) business day, and the Seller shall make reasonable efforts to minimize any resulting impact.
3.4
In the event that the Seller fails to communicate any anticipated delays within the agreed timeframe, Sustainable Infrastructure Systems Pty Ltd reserves the right to claim delay damages resulting from the Seller’s failure to timely inform and provide accurate delivery information.
3.5
Time is of the essence in this Purchase Order. If the Supplier fails to supply the Goods by the Delivery Date (which date may be extended at the absolute discretion of Sustainable Infrastructure Systems Pty Ltd) or, if no Delivery Date or specific time is specified, fails to supply the Goods within a reasonable time, Sustainable Infrastructure Systems Pty Ltd may choose to take the following actions:
(a)
Terminate this Purchase Order immediately without incurring any cancellation or other charges.
(b)
Alternatively, accept the late supply and deduct from the Price the amount or estimated amount of any costs, losses, or liabilities incurred or likely to be incurred by Sustainable Infrastructure Systems Pty Ltd as a result of the late supply or delivery.
Warranty of Goods:
4.1
The Supplier warrants to Sustainable Infrastructure Systems Pty Ltd that all Goods will:
(a)
Unless otherwise expressly stated in the Purchase Order, be of the best quality of their described kinds.
(b)
Be in exact conformity with any relevant Specifications, Vendor Data, sample, or other contractual description.
(c)
Be new, complete, in full working order, and free from defects, errors, and omissions in design, materials, and workmanship.
(d)
Be of acceptable quality and fit for any purpose held out by the Supplier or made known to the Supplier at the time the Purchase Order is placed, including satisfactory functioning and operation in the environmental and climatic conditions to which they will be exposed (including altitude and operational conditions such as exposure to dust, atmospheric corrosion, corrosive chemicals and fluids, and rough handling).
(e)
Comply with all statutory requirements, codes, standards, and regulations of the countries in which the Goods are to be manufactured, installed, executed, packaged, packed, delivered, sold, used, or operated.
Inspection:
5.1
Sustainable Infrastructure Systems Pty Ltd shall inspect the delivered Products promptly upon receipt.
5.2
Any visible damages, defects, non-conformities, or discrepancies in the delivered Products must be reported in writing to the Seller within five (5) business days from the date of delivery.
5.3
Sustainable Infrastructure Systems Pty Ltd shall provide detailed information, including photographs or other supporting evidence, to document any reported issues or non-conformities.
Acceptance:
6.1
Acceptance of the delivered Products by Sustainable Infrastructure Systems Pty Ltd shall occur upon the successful completion of the inspection and the absence of any reported damages, defects, non-conformities, or discrepancies.
6.2
If Sustainable Infrastructure Systems Pty Ltd fails to report any issues within the specified timeframe, the Products shall be deemed accepted by Sustainable Infrastructure Systems Pty Ltd.
Returns and Exchanges:
7.1
Returns or exchanges of Products shall be subject to Sustainable Infrastructure Systems Pty Ltd’s approval, which shall be granted at its sole discretion.
7.2
Sustainable Infrastructure Systems Pty Ltd shall submit a written request for returns or exchanges, providing detailed reasons and supporting documentation.
7.3
The seller shall be responsible for any applicable restocking fees, return shipping costs, or any other associated charges if the products\services purchased by Sustainable Infrastructure Systems Pty Ltd are defective or non-conforming as per Sustainable Infrastructure Systems Pty Ltd’s established QA standards.
Termination:
8.1
Sustainable Infrastructure Systems reserves the right to terminate the Purchase Order, in whole or in part, by providing written notice to the Supplier at any time prior to the completion of the supply of all Goods. In such cases, Sustainable Infrastructure Systems Pty Ltd’s sole liability, subject to its right to set off, shall be to make payment or allow as credit the unpaid value of the Goods delivered to Sustainable Infrastructure Systems Pty Ltd up to the date of the termination notice. Upon payment by Sustainable Infrastructure Systems Pty Ltd for any Goods, any remaining property rights in the Goods that have not already passed to Sustainable Infrastructure Systems Pty Ltd shall transfer to Sustainable Infrastructure Systems Pty Ltd. The Supplier shall not be entitled to any payment for Goods unless they fully comply with the Purchase Order and the Supplier can demonstrate the ability to transfer good title to Sustainable Infrastructure Systems Pty Ltd. The Supplier shall not be entitled to any loss of profit or any other compensation in respect of the termination of the Purchase Order, either in whole or in part, under this clause.
Force Majeure:
9.1
Neither party shall be held liable for any delay or failure in the performance of its obligations under the Purchase Order if such delay or failure is caused by a Force Majeure event. A Force Majeure event refers to any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labour disputes, governmental actions, or any other event or circumstance beyond the control of the party affected. The party affected by the Force Majeure event shall promptly notify the other party in writing and shall use reasonable efforts to mitigate the effects of the event. The affected party’s performance of its obligations under the Purchase Order shall be suspended during the continuance of the Force Majeure event. If the Force Majeure event continues for a period of more than thirty (30) days, either party shall have the right to terminate the Purchase Order by providing written notice to the other party.
Survival of Terms:
10.1
The termination or cessation of the Purchase Order, regardless of the cause, shall not affect any rights or obligations of either party that have accrued prior to such termination or cessation. Furthermore, such termination or cessation shall not invalidate any provision of the Purchase Order that is expressly or implicitly intended to come into effect on or continue in effect after such termination or cessation, including but not limited to all indemnities provided in this Purchase Order.
Precedence:
11.1
These terms and conditions of the Purchase Order, as specified by Sustainable Infrastructure Systems Pty Ltd, shall prevail over any conflicting or inconsistent terms and conditions imposed by the Supplier, regardless of the timing of acceptance of such terms and conditions by both parties. In the event of any conflict or inconsistency, the terms and conditions specified in the Purchase Order shall take precedence and govern the relationship between Sustainable Infrastructure Systems Pty Ltd and the Supplier.
Terms of Payment:
12.1
Subject to the terms specified in the Purchase Order, the Supplier may submit an invoice to Sustainable Infrastructure Systems Pty Ltd for the supplied Goods upon delivery to the Site or the designated location stated in the Purchase Order. Sustainable Infrastructure Systems Pty Ltd will make payment of the invoiced amount, which it reasonably deems to be due, after deducting any applicable set-off or deduction for any amounts owed by the Supplier to Sustainable Infrastructure Systems Pty Ltd, as determined in Sustainable Infrastructure Systems Pty Ltd’s reasonable opinion. Payment will be made as per terms of payment agreed in this Purchase Order. A valid tax invoice for the Goods shall be issued from the Supplier to Sustainable Infrastructure Systems Pty Ltd, provided that all other terms of the Purchase Order have been satisfactorily fulfilled to the satisfaction of Sustainable Infrastructure Systems Pty Ltd.
Variations:
13.1
The Supplier shall not make any variations to the Goods to be supplied unless specifically directed in writing by Sustainable Infrastructure Systems Pty Ltd, which may include the issuance of a new Purchase Order. Sustainable Infrastructure Systems Pty Ltd reserves the right to direct variations, including omissions or additions to the Goods, at any time. The Supplier shall promptly comply with such directions from Sustainable Infrastructure Systems Pty Ltd. Any variations instructed by Sustainable Infrastructure Systems Pty Ltd shall not invalidate the Purchase Order and the Supplier shall continue to fulfill its obligations accordingly.
Governing Law and Jurisdiction:
14.1
These Terms and Conditions, including any disputes arising out of or in connection with the Purchase Order, shall be governed by and construed in accordance with the laws of South Australia.
14.2
Any legal actions or proceedings arising from or relating to the Purchase Order shall be subject to the exclusive jurisdiction of the courts of South Australia.