10 CUSTOMER COVENANTS
In relation to the sale of Goods, the Customer agrees with TR Calibration that until it has paid the full invoice price and any other payments due to TR Calibration in respect of the Goods:
10.1 it has no right, title, estate or interest in the Goods;
10.2 it will not remove any sticker or other identification from the Goods giving notice of TR Calibration ownership of the Goods;
10.3 purport to grant any encumbrance over or in connection with the Goods or otherwise purport to offer or use the Goods as security. For the purpose of these Terms, encumbrance means any mortgage, lien, charge, bill of sale, option, title retention, pledge, claim, restriction, condition, overriding interest, security interest pursuant to the PPSA or other encumbrance;
10.4 it must not ‘on-hire’ or part with possession of the Goods unless it receives the prior written consent of TR Calibration. TR Calibration’s consent may be withheld in its absolute discretion; and
10.5 it must collect as agent for TR Calibration the price payable for the Goods from any person who the Goods are sold or delivered.
11.1 These Terms are governed by and construed in accordance with the laws of Victoria
11.2 The parties agree that a construction of the Contract Documents that results in all provisions being enforceable is to be preferred to any other construction. If, despite the application of this clause, a provision of the Contract Documents are illegal or unenforceable:
11.2.1 if the provision would not be illegal or unenforceable if a word or words were omitted, that word or those words are omitted; and
11.2.2 in any other case, the whole provision is omitted,
11.2.3 and the remainder of the Contract Documents continue in force.
11.3 A failure, delay, relaxation or indulgence on the part of any party in exercising any power or right conferred upon that party under the Contract Documents does not operate as a waiver of the power or right. A single or partial exercise of any power or right does not preclude any other or future exercise of that, or any other, power or right under the Contract Documents.
11.4 The Contract Documents constitute the whole agreement between the parties. No warranties, representations, guarantees or other terms or conditions of any nature not contained and recorded in the Contract Documents have any force or effect.
11.5 The Customer must not assign any of its rights under the Contract Documents. TR Calibration may assign the Contract Documents on 14 days notice to the Customer.
11.6 TR Calibration may vary these Terms at any time. If the Customer continues to engage TR Calibration or order Goods from TR Calibration, after that time, the Customer is deemed to have accepted the revised terms.
11.7 In the Contract Documents, unless the contrary intention appears:
11.7.1 the singular includes the plural and vice versa;
11.7.2 a reference to an individual or person includes a partnership, body corporate, government authority or agency and vice versa;
11.7.3 a reference to a party includes that party’s executors, administrators, successors, substitutes and permitted assigns;
11.7.4 words importing one gender include other genders;
11.7.5 other grammatical forms of defined words or expressions have corresponding meanings;
11.7.6 a reference to a document or instrument, including the Contract Documents, includes a reference to that document or instrument as novated, altered or replaced from time to time;
11.7.7 a covenant, undertaking, representation, warranty, indemnity or agreement made or given by:
a. two or more parties; or
b. a party comprised of 2 or more persons,
is made or given and binds those parties or persons jointly and severally;
11.7.8 if an act must be done on a specified day that is not a business day, the act must be done instead on the next business day;
11.7.9 if an act required to be done under the Contract Documents on a specified day is done after 5.00pm on that day in the time zone in which the act is performed, it is taken to be done on the following day;
11.7.10 all monetary amounts are in Australian dollars; and
11.7.11 headings and the provision of a table of contents are for convenience
only and do not affect the interpretation of the Contract Documents.
12.1 “Calibration Services” means verification of Equipment accuracy to the agreed specification by comparison with a reference standard and, if necessary, any Minor Adjustment required to bring the Equipment into specification;
12.2 “Contract Documents” means these Terms, the Quotation, the Credit Application and any other contract or agreement entered into between TR Calibration and the Customer which the parties agree is subject to these Terms;
12.3 “Credit Application” means the credit application entered into between TR Calibration and the customer;
12.4 “Customer” means the entity acquiring the Services or Goods from TR Calibration;
12.5 “Equipment” means the equipment on which the Services will be provided;
12.6 “Express/HyperCal” means a Calibration Service which is given priority over other Calibration Services;
12.7 “Goods” means the aviation and testing and measurement parts supplied by TR Calibration and other Goods;
12.8 “GST” has the same meaning as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended or replaced from time to time;
12.9 “Minor Adjustment” means any adjustment (and re-verification of affected parameters) performed during a Calibration Service where the cost of the adjustment and re-verification is less than 10% of the price stated in the Quotation for the Calibration Service;
12.10 “Minimum Invoice Value” means the minimum price payable by the Customer to TR Calibration which is stated in the Quotation;
12.11 “PPSA” means Personal Property Securities Act 2009 (Cth);
12.12 “Quotation” means any written quotation provided by TR Calibration to the Customer covering the proposed provision of the Services or the Goods;
12.13 “Repair Services” means the repair services to be provided by TR Calibration on the Customer’s Equipment;
12.14 “Survey Fee” means the survey fee payable by the Customer to TR Calibration which is stated in the Quotation;
12.15 “Services” means the Calibration Services and/or the Repair Services;
12.16 “Terms” means these terms and conditions for the provision of the Services and the Goods; and
12.17 “TR Calibration” means VMS International Pty Ltd (ACN 118 022 549).
|Doc No: TRVMS-QTF-680-03
Rev No: 3.0; Rev Date: 16 October 2015