1.STANDARD CONDITIONS OF QUOTATION AND SALE
1.1 Unless otherwise expressly agreed in writing by Aligned, these Conditions apply to any quotation given by Aligned and to any agreement for the supply of goods and/or the performance of work by Aligned.
1.2 It is expressly acknowledged and agreed that any order issued by the Customer consequent upon or with reference to the quotation will be deemed to be an acceptance to purchase upon the terms stated on the quotation and these Conditions and constitutes the entire agreement between Aligned and the Customer, and any conditions contained in the Customer’s order will not apply notwithstanding a statement to the contrary in the Customer’s order.

2.QUOTATION
2.1 Subject to clause 2.2, a quotation by Aligned remains open for 28 days from the date stated on the attached quotation (the “Quotation”) and will lapse if the Customer fails to make an order in writing within that period.
2.2 Aligned may immediately withdraw a quotation, prior to the expiration of 28 days or terminate this Contract without notice if a Customer does not in Aligned’s opinion obtain a satisfactory credit assessment.
2.3 The Contract is conditional upon the Customer having issued its purchase order or written acceptance a minimum number of days, equivalent to

3. VARIATIONS
3.1 Aligned may, in its absolute discretion, perform a Variation if it receives a written instruction from an employee or agent of the Customer to perform the Variation for the Customer.
3.2 The price payable for a Variation performed by Aligned is to be determined by agreement between Aligned and the Customer within two business days after the written instruction under clause 3.1 is received by Aligned and the agreed price for the Variation will be added to or deducted from the Contract Sum. If agreement cannot be reached the Customer will pay the price determined by Aligned and any dispute in relation to the Variation will be dealt with under clause 10.
3.3 Where the Contract Sum is not quoted as being a “fixed price”, Aligned may at its option vary the Contract Sum at any time to take account of any variation in labour or material costs and the Customer will pay the varied Contract Sum.

4. PAYMENT
4.1 The Customer will pay to Aligned the Contract Sum in accordance with clause 4 and the terms of the Customer’s credit account with Aligned (if any).
4.2 Any tax, including a goods and services tax or similar tax or other statutory charge which is imposed on or payable, at the election of any person, in relation to any part of or all of the Works or in respect of the supply of anything under or pursuant to this Contract (excluding income and capital gains tax) will, to the extent it is not included in the Contract Sum or any other payment due under this agreement, be added to the Contract Sum or such other payment.
4.3 Customers with approved credit accounts must make payment in full for all goods and / or Works no later than 30 days following date of an invoice.
4.4 If a Customer has not been granted an approved credit account with Aligned payment terms must be agreed with Aligned. Where no agreement has been made the Customer must make payment to Aligned no later than 7 days following the date of an invoice.
4.5 All payments will be made in full and no amount may be withheld by the Customer by way of security, set-off, deduction or counter- claim.

4.6 Any payment not made by the due date shall attract an overdue fee of
$150.00 plus compounding interest calculated at 0.05479% per day from the due date until paid.
4.7 Should Aligned engage legal representation, a collection agency or an application to the courts to recover outstanding monies the charges nominated in clause 4.6 shall be applied, plus any additional recovery costs that we incur, inclusive and without prejudice to any other rights that Aligned shall have under contract or commercial law.

5. COMPLETION

5.1 The Works are deemed to be complete when the Works are, in the reasonable opinion of Aligned, fit for the purpose for which they were intended as reasonably determined by Aligned.
5.2 The times or dates quoted for commencement, installation and completion of the Works will be estimated as accurately as possible but are not guaranteed nor is time of the essence. Aligned is not liable for loss, including consequential loss, loss of profits and liquidated damages which may be incurred by the Customer as a result of Aligned failing to satisfy any of these dates.
5.3 If the estimated completion of the Works is delayed by circumstances
or events beyond the control of Aligned including, but not limited to, delays by Aligned’s suppliers or subcontractors, delays directly or indirectly caused by the Customer, delay in giving Aligned access to the Site in a condition that complies with clause 6.1 of these Conditions or industrial disputes, and irrespective of any other concurrent cause of delay for which Aligned may be responsible:
(a) the Estimated Completion Date will automatically be extended by a reasonable period as determined by Aligned; or
(b) Aligned may terminate the Contract without any liability for breach of the Contract and Aligned will be entitled to full payment for all Works completed.
5.4 If the Customer causes Aligned any delay, the Customer will indemnify Aligned for the liquidated damages amount specified in the quotation, but if such amount is not specified then for all expenses incurred and losses suffered including consequential loss and loss of profit by Aligned as a consequence of any delay caused or contributed to by the Customer.

6. WORK ON SITE  

6.1 The Customer will ensure that, at no cost to Aligned:

• (a) the site is clear, free of water, clean, safe, has uninterrupted direct access for employees and sub-contractors of Aligned, its material and plant and equipment and sufficient space for scaffolding necessary for the performance of the Contract, and suitable vehicle off-loading is possible within five metres of the Site;
• (b) ensure adequate facilities and assistance (as are reasonably required by Aligned) are provided to enable Aligned to efficiently, comfortably and safely perform the Works;
• (c) prior to the commencement of the Works that all necessary licences, consents and approvals including local council permits and engineering certifications required for the performance of the Works have been obtained; and
• (d) the structures to which Aligned is to install the Works comply with Aligned specifications set out or attached to the Quotation.

6.2 On becoming aware of the existence of a Latent Condition Aligned will, as soon as practicable, give the Customer a written notice containing the particulars of the Latent Condition and an estimate of the cost to overcome the Latent Condition. On giving the Customer notice the works are deemed to have been varies in accordance with Clause 3.

6.3 The Customer warrants to indemnify Aligned against damage to unmarked underground services during the works whether such damage is caused by Aligned or not.

7. DEFAULT BY CUSTOMER

If the Customer defaults in the performance of any provision of the Contract or any other contract it has with Aligned or if it commits an Act of Insolvency then Aligned may, at its option and without prejudice to any other rights it may have under the Contract or at law:
(a) exercise its rights under clause 9 of these Conditions;
(b) suspend or cancel any existing credit facilities available to the Customer;
(c) suspend or cancel the performance of any part of or all of the Works then outstanding or outstanding under any other order or terminate the Contract; and
set-off amounts owed to Aligned by the Customer under the Contract or as a result of any losses or damages or under any other account against any moneys owing to the Customer by Aligned.

8. WARRANTY AND LIABILITY

8.1 Other than the warranty and obligations of Aligned arising under its standard warranty for the Works all other warranties, liabilities, conditions and obligations are excluded to the extent permitted by law including, without limitation, any loss or liability directly or indirectly caused by or arising from the actual or alleged failure of any equipment, software or other item to satisfactorily recognise any date as its true calendar date or any period of time as its true period of time.

8.2 Aligned will not be liable for any shortage in delivery or product damaged prior to delivery unless Aligned is notified within two days after the goods are delivered to site.

9. INSURANCE, RISK AND PROPERTY

9.1 The Works are not to be insured by Aligned unless otherwise agreed in writing by Aligned.

9.2 The risk of damage to or loss or deterioration of any part of or all of the Works will pass to the Customer on the delivery of any goods comprised in the Works to the Site or on the expiry of five days from the date of

notification by Aligned to the Customer that Aligned is ready to commence performance of the Works whichever is the earliest.

9.3 Notwithstanding that risk in part of the Works may pass to the Customer, property in and title to any part of the Works and the goods comprised in the Works will not pass to the Customer until all of the Contract Sum and all other money payable by the Customer to Aligned has been paid in full and until then:

(a) the Customer will hold goods supplied under the Contract as bailee of Aligned and a fiduciary relationship will exist between them; and
(b) Aligned may enter the Customer’s premises without notice and without consent to inspect the goods and at any time take possession of any and all goods that are the property of Aligned and if necessary, dismantle the Works and any existing structure.

10. DISPUTES

If a dispute arises out of or relates to the Contract, a party may not commence any Court or arbitration proceedings (except urgent interlocutory relief) under this clause 10 unless it has in good faith attempted to resolve the dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques.

11. GENERAL

11.1 Aligned retains copyright and other intellectual property rights in all material it uses for the performance of the Works.

11.2 Unless expressly included in the Contract, all descriptive specifications, drawings, dimensions and data appearing in catalogues and other literature supplied by Aligned are approximate only and do not form part of the Contract.

11.3 The Customer warrants the accuracy, completeness and reliability of any documents or other information provided by the Customer to Aligned relating to the Works and warrants it has a right to use any drawings or other material it has provided to Aligned for the performance of the Works.

11.4 Any provision or clause of these Conditions which is void or unenforceable may be severed without affecting other provisions or clauses within these Conditions.

11.5 Aligned may sub-contract its obligations under the Contract. The Customer acknowledges that no sub-contractor has authority to agree to any Variation of the Works on behalf of Aligned.

11.6 Aligned reserves the right to change the construction or design of any goods to be supplied under the Contract, if in its judgment it does not significantly affect the performance characteristics of those goods.

11.7 The Customer will not transfer or assign this Contract without Aligned’s written consent. 11.8 The Customer warrants it complies with the relevant provisions of the Home Building Act (1996) VIC or, if applicable its equivalent in any other State

11.8 The Customer warrants it complies with the relevant provisions of the Home Building Act (1996) VIC or, if applicable its equivalent in any other State of Australia.

11.9 Except as may be otherwise specified by Aligned, the Contract will be governed by the laws of Australia and the Customer submits to the non-exclusive jurisdiction of its courts.

11.10 This Contract shall be binding on the heirs, successors and permitted assigns of the party; hereto.

11.11 Where there is more than one Customer, then the liability of each shall be joint and several.

12. INTERPRETATION

Any reference in these Conditions to a word or expression used in the attached quotation will have the same meaning as in the Quotation. In these Conditions, unless the context requires otherwise:

“Act of Insolvency” means the Customer is made bankrupt or a bankruptcy petition is presented against it or an administrator, liquidator, provisional liquidator or a receiver is appointed in respect of the Customer or an application is made for winding up or a winding up order is made in respect of the Customer; “Contract” means the agreement constituted by the Quotation and the Customer’s order; “Contract Sum” means the total price specified in the Contract as may be adjusted from time to time in accordance with this Contract including, without limitation, the value of Variations performed by Aligned; “Variation” means an increase, decrease, omission, substitution or other change to the scope of the Works including, without limitation, those arising from:

• (a) particular site conditions, including ground conditions, ground levels or site allowances, which prevail at the Site and which were not made known to Aligned by the Customer at the date Aligned gave its quotation or the Customer made its order (whichever is the earlier);
• (b) the final dimensions or specifications relating to any part of the Works varying from those specified in Aligned’s quotation as a consequence of the Customer providing incomplete, inadequate or incorrect specifications or information;
• (c) any requirement that Aligned perform the Works outside normal working hours; and
• (d) any enactment, repeal or amendment of applicable laws and regulations; “Works” means the works to be executed by Aligned in accordance with the Contract including, but not limited to the supply of goods, materials or services including any Variations.