Terms & Conditions

Section 1
Analysis​

In this terms and conditions:

• "Agreement" refers to the contract between the Company and the Purchaser for the provision of Goods to the Purchaser, in accordance with these Terms and Conditions of Trade. 
• "Company" refers to FOCUS MAINTENANCES SERVICES PTY LTD (ABN: 69 655 305 098), whether operating under its own name or another. 
• "Customer" refers to the purchaser of the Goods. 
• "Goods" refers to the products or services provided by the Company to the Customer.

Section 3
Supremacy  ​

• These Terms, along with the Quotation, Orders, Rates Schedule, Credit Application, Credit Terms, Trade Agreement, and any other written instructions or authorizations provided by the Company to proceed constitutes the entire Agreement between the Customer and the Company to the fullest extent permitted by law, and: 
      a) subject to clauses (b) and (c), this Agreement supersedes all prior oral or written communications, proposals, terms, and representations to the fullest extent permitted by law. It overrides any conflicting or additional terms in any quote, order, acknowledgment, or similar communication between the parties during the term of the Agreement, 
      b) any provisions in any Trade Agreement between the Company and the Customer that are inconsistent with these Terms shall prevail to the extent of such inconsistency, and
      c) no modification to the Agreement will be binding unless it is documented in writing and signed by a duly authorized representative of each party. Any verbal agreements or informal communications will not be considered valid or enforceable unless formally incorporated into the Agreement through this process.

Section 4
Price ​

• The price of all Goods supplied by the Company will be set at the current rate as determined by the Company and in accordance with the current Rates Schedule, unless the Company and the Customer enter into a separate Trade Agreement to which clause 3 (b) applies. 
• All prices, unless otherwise specified, are exclusive of the Goods and Services Tax (GST) as per the Goods and Services Tax Act 1999 (Cth). Any GST payable must be paid by the Customer to the Company in the same manner and at the same time as the payment for the supply is required under these Terms. 
• Prices are subject to change at any time without prior notice or obligation.
• The Customer must provide the Company with its Australian Business Number (ABN) and any other information required by the Company or by law before placing any order.

Section 5
Site Charges and Assumptions ​

• Unless indicated otherwise, charges for work performed are : 
      a) based on work being carried out from 08:30 to 17:00, Monday to Friday, excluding Publi Holidays, and are subject to change by the Company. 
      b) based on having continuous, uninterrupted, and unhindered access to the necessary personnel, equipment, facilities, and areas where the work is to be performed. 
• All additional costs arising from clause 5 (a) above and any changes to the specifications required by the Customer, including any interruptions or delays caused by the Customer, its employees, agents, or other trades during the course of work, may result in additional charges, including the reasonable costs of delay. 
• If it becomes necessary to pay any additional site allowances beyond what is stipulated by a State or Federal award or amounts exceeding any current workplace agreement applicable to the type of work being performed, these additional costs will be added to the Fee. 
• In the event that the Company has agreed to deliver the Services by a specified date and such delivery is delayed due to a Force Majeure Event (as outlined in clause 19), or by any third party, or by the Customer or its agents, the Company shall be entitled to a reasonable extension of time to complete the Services and to compensation for any additional costs incurred.

Section 6
Quotation and Purchasing Orders

• Any Quotation provided will remain valid for a period of thirty (30) days from the date it is issued. 
• Prices in the Quotation are : 
      a) subject to the Company's current Rates Schedule at the date of the Quotation, unless otherwise amended in writing, 
      b) based on the rates of labor, cost of materials, services, and currency exchange rates in effect at he date of the Quotation,
      c) based on the rates of customs duty, freight, exchange, and sales tax in effect at the date of the Quotation, and 
      d) The Customer acknowledges and agrees that the prices or estimates in the Quotation may vary after the date of the Quotation and that it will be responsible for paying all additional incidental or ancillary charges, rates, and disbursements as reasonably required by the Company or any third party. The Company will promptly notify the Customer of any such variations in writing. 
• To purchase the Goods, the Customer must place a Purchase Order with the Company, including an order number, the quotation number (if applicable), a full description of the Goods to be purchased, the delivery date, delivery point, and any other information required by the Company. The Company reserves the right to accept or reject the Purchase Order at its sole discretion. 
• A contract shall be formed upon the Company's acceptance of a Purchase Order from the Customer, as outlined in the clause immediately above, and each contract shall be governed by the Agreement. 
• Any Order for Goods or items that must be specially sourced by the Company for the Customer (and are not part of regular stock) cannot be canceled once the production or sourcing of these Goods has begun. 
• The Company's internal records detailing any order shall serve as conclusive evidence that the stated order was placed by the Customer. 
• The Company, at its sole discretion, may refuse to supply any Order for any reason whatsoever without obligation to provide an explanation. 
• The Company is under no obligation to supply any Goods until it has communicated its acceptance of the Customer's order. 
• The Customer acknowledges that once an order has been placed, the Company is under no obligation to accept any requested variations to that Order. If the Company does accept a variation to an order, the Customer agrees that the Company may adjust the delivery date and the price for the Goods accordingly.

Section 8
Payment Policies   

• All payments shall be made via direct debit, electronic funds transfer, cash, company cheque, or bank cheque. 
• Unless otherwise stated by the Company in writing, all invoices must be paid in full within thirty (30) days from the date of the invoice. 
• Any agreement by the Company to extend the terms of credit or grant other indulgences to the Customer shall not affect the Customer's liability to settle accounts with the Company as specified. 
• If the Customer defaults in making payment in accordance with these Terms, the Company may, at its absolute discretion and without notice: 
      a) charge the Customer compound interest on the overdue portion of the account at a rate of 2 percent above the penalty rate set under the Penalty Interest Rates Act 1983 (Victoria), Australia. This interest will be calculated and payable daily from the due date until the invoice is paid in full, and 
      b) require the Customer to reimburse the Company for all collection costs, including (but not limited to) legal costs incurred by the Company, calculated on a solicitor and client basis. These costs arise as a consequence of the Company instructing its solicitor to provide advice regarding the default and/or to initiate any recovery process the Company decides upon in its absolute discretion, as well as any other costs, expenses, losses, or damages resulting from a breach of the Agreement. 
• The Customer agrees, at the Company's request, to procure its directors to sign a guarantee and indemnity for the Customer’s obligations to pay any amount due and payable to the Company, if and when required.
• Any Credit Application approved by the Company for the Customer, related to trading between the Company and the Customer, is granted based on the Company’s reliance on information supplied by and representations made on behalf of the Customer, particularly the information disclosed by the Customer regarding its ownership as set out in the Credit Application. 
• If the Customer is a company or trustee, it shall inform the Company of any changes to its ownership, whether total or partial, by providing written notice to the Company immediately upon becoming aware of such changes. 
• Until such notice required by clause above is received by the Company, the Customer, and if the Customer is a trustee, each of the trustees, shall indemnify the Company against all losses, unpaid accounts, interest, damages, costs, charges, fees, and expenses of any nature incurred or suffered by the Company in trading with any person, company, or other entity (including a trust) that may have purchased the Customer's business, any interest therein, or any shares in the Customer and used the Customer's previously approved credit account for trading. 
• The Customer authorizes the Company to lodge a caveat over any real property owned or partly owned by the Customer to secure any monies owed by the Customer to the Company. 
• Any credit facility granted by the Company to the Customer shall remain in effect until terminated by the Company at its sole discretion. Termination of the credit facility by the Company may be communicated either verbally or in writing. 
• The Company’s failure to enforce any of its rights under this Agreement shall not be deemed a waiver of its rights concerning any other or future breaches by the Customer.
  

Section 9
Security of Payments

• Where applicable, the following Security of Payments Acts shall apply: 
      a) Australian Capital Territory Building and Construction Industry (Security of Payment) Act 2009 
      b) New South Wales Building and Construction Industry Security of Payment Act 1999 
      c) Northern Territory Construction Contracts (Security of Payments) Act 2004 
      d) Queensland Building & Construction Industry Payments Act 2004 
      e) South Australia Building and Construction Industry Security of Payment Act 2009
      f) Tasmania Building and Construction Industry Security of Payment Act 2009 
      g) Victoria Building and Construction Industry Security of Payment Act 2002 
      h) Western Australia Construction Contracts Act 2004

Section 10
Title & Risk

• Title to the Goods shall remain with the Company until all monies owed by the Customer to the Company for the Goods have been paid in full. 
• Until such time as the Customer has paid the Company in full for the Goods, the Customer shall: 
      a) store the Goods in a manner that clearly and easily identifies them as the Company’s property and, if requested by the Company, inform the Company of the location of the Goods. 
      b) hold the Goods as a bailee for the Company, subject to the Customer’s right to deal with the Goods in the ordinary course of the Customer’s business (bailment); 
      c) indemnify the Company against any claims arising from the possession, use, or disposal of the Goods by the Customer or from repossession. 
• If the Customer : 
      a) fails to make a payment in accordance with the Agreement, 
      b) is in breach of any other terms of the Agreement, 
      c) becomes bankrupt, has an administrator, receiver, or receiver and manager appointed, enters into liquidation (whether voluntarily or otherwise), or is wound up, dissolved, or declared insolvent, 
  
  In such cases, the Company may, at any time and without notice to the Customer, and without affecting any other rights it may have against the Customer: 
      d) terminate the Agreement and the Bailment arrangement, 
      e) suspend some or all of its obligations to the Customer under the Agreement, and/or 
      f) enter any premises owned or occupied by the Customer, where the Company reasonably believes the Goods may be stored, and repossess the Goods without being liable for any damages caused during the process. 
• If the Customer sells the Goods before full payment is made to the Company, or uses the Goods in its own or a third party’s manufacturing or construction process, the Customer must hold the proceeds from such sales or use in trust for the Company. The Customer must keep these proceeds in a separate account until the liability to the Company is fully discharged and must immediately remit the amount to the Company. 
• Risk in the Goods transfers to the Customer at the time of delivery.  
  

Section 11
Export/Re-export /Resale  

• The Goods supplied are intended solely for use within Australia unless otherwise agreed by the Company. If the Customer exports or re-exports the Goods, it is the Customer’s responsibility to ensure that the Goods and their use comply with the laws of the destination. 
• The Customer acknowledges that the Goods purchased may not be sold, leased, or otherwise transferred to or used by any terrorist organization, any party listed on a US denied persons or entities list, or any end-user involved in activities related to weapons of mass destruction. This includes, but is not limited to, activities related to the design, development, production, or use of nuclear materials, nuclear facilities, nuclear weapons, missiles, missile support projects, or chemical or biological weapons. 
• If the Customer resells the Goods, it must not, in connection with such resale, offer or provide any money or other valuable consideration to any government official, entity, organization, political party, candidate for public office, their employees or relatives, or any other person or entity, with the intent of influencing purchasing decisions or for any other improper purpose.

Section 12
Publicity and Intellectual Property

• The Customer acknowledges that all intellectual property rights in the Goods are owned by the Company. 
• The Customer agrees not to disclose any proprietary or confidential information obtained under this Agreement, including its terms, to any third party, except as authorized in writing by the Company or as required by law.

Section 13
Delivery and Cancellation

• The Company accepts no responsibility for delivery of the Goods but may, in its' sole discretion, arrange for delivery and charge the Customer a delivery fee. 
• The Company will make reasonable efforts to deliver the Goods by the agreed-upon delivery date but will not be liable for any delays or failure to deliver on that date.
• A certificate or delivery docket signed by an authorized Company representative confirming the delivery of Goods shall serve as conclusive evidence of delivery. 
• Subject to clause 4. (in Price Section), an order or Quotation may only be canceled or amended with the written consent of both parties. 
• Any agreement to cancel or amend a Quotation or order under clause above, shall be contingent upon the Customer compensating the Company for any costs incurred in relation to the order prior to its cancellation or amendment.

Section 14
Withholding Supplies

• The Company reserves the right, regardless of whether any Quotation has been accepted, to withhold the supply of Goods to the Customer if, in its sole discretion, it determines that credit should no longer be extended. The Company will not be liable for any loss or damage, whether direct or indirect, resulting from such action.

Section 15
Return Policy for Goods

• ‘CCA’ refers to the Competition and Consumer Act 2010 (Cth) and any amendments thereto. Subject to the Customer's statutory rights under the CCA: 
      a) Goods supplied based on the Customer's custom requirements or specially sourced by the Company for the Customer are non-returnable and ineligible for credit, 
      b) For a claim for credit or refund concerning Goods, the Goods must be returned in their original, undamaged packaging, unless the claim is being made under the CCA, 
      c) Goods will not be accepted for return or credit more than two (2) months after the invoice date, unless the return or claim is made under the CCA, in which case the Goods must be returned within a reasonable timeframe, 
      d) If the Company, at its sole discretion, agrees to accept the return of any Goods, they must be in 'as new' and saleable condition, free from any damage, 
      e) Upon receipt of the returned Goods, the Company will credit the Customer with the Purchase Price for the Goods, minus any applicable restocking fee or other amounts owed by the Customer to the Company, and 
      f) The Customer is responsible for the cost and arrangement of returning any Goods under this Clause 15. Conversely, the Company will cover the cost and arrangement of delivering any replacement Goods to the Customer under this Clause. 
• Nothing in this clause affects the Company’s statutory obligations regarding the Goods or the Customer’s corresponding rights.  
  

Section 16
Warranty

• The Company provides a 12-month warranty on the Goods supplied to the Customer under this Agreement. The warranty period begins either from the date of installation completion or, for Goods sold on a supply-only or supply-and-commission basis, from the date of delivery to the Customer (hereinafter referred to as the "Warranty Period"). 
• During the Warranty Period, if any Goods are found to be defective, the Company will, at its discretion, either repair or replace them. The Customer will be responsible for any postage and packaging costs incurred to return the Goods to the Company. 
• The warranty provided under this Agreement is contingent upon regular maintenance being performed in accordance with the relevant Australian Standards or the manufacturer’s recommendations. 
• The parties agree that when assessing a defect claim, fair wear and tear of the Goods will be considered. If the Customer or any other party attempts to install, repair, mishandle, or modify the Goods in any way during the Warranty Period, the Company will be relieved of its warranty obligations. Additionally, the warranty does not cover defects or damage resulting from the Customer's negligence, fault, abuse, incorrect use, or from external factors such as vandalism, fire, water damage, power surges, or other circumstances beyond the control of the Company or manufacturer. 
• Nothing in this clause 16 limits or excludes the application of the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law. If the Customer is a “consumer” as defined by the Australian Consumer Law, the following provisions apply. 
      a) Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure, as well as compensation for any other reasonably foreseeable loss or damage. Additionally, you are entitled to have the Goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure. 
      b) The benefits provided to the consumer by this warranty are in addition to any other rights and remedies available under applicable laws relating to the Goods. 
      c) If a defect in the Goods appears within 12 months, the Customer is entitled to submit a warranty claim by returning the Goods to the address provided in the Contract Details. The Customer must ensure that the Goods are properly packaged to prevent damage during transit. Any postage and packaging expenses incurred in returning the Goods to the Company will be the Customer’s responsibility. 
      d) The Customer must provide the original proof of purchase or a copy, along with an explanation of the problem, if possible. 
      e) If the Company chooses to repair the Goods: 
          i) Goods submitted for repair may be replaced with refurbished Goods of the same type instead of being repaired. 
          ii) If the Goods are capable of retaining user-generated data, please be aware that repairing the Goods may result in the loss of this data.

Section 17
Claims

• Any claims by the Customer regarding the Goods, other than those related to returns (which must follow the procedures outlined in clause 15) or warranty claims (which must adhere to the Company’s warranty policy), must be made within thirty (30) days of the Goods' delivery. 
• Any requests for adjustments to an invoice for any reason must be submitted in writing within thirty (30) days of the invoice date. 
• Nothing in this clause affects the Company’s statutory obligations or the Customer’s corresponding rights that cannot be legally excluded.

Section 18
Conflict Management

• If a dispute arises in connection with this Agreement, including issues related to its breach, termination, validity, or the Goods covered by this Agreement, the parties agree to first seek to resolve the dispute through mediation. Litigation will only be pursued if mediation fails, except in disputes concerning payment for Goods by the Customer.
• The costs associated with mediation of a dispute shall be equally shared between the Company and the Customer. 
• Nothing in this Agreement shall preclude either party from seeking urgent interlocutory relief as necessary.

Section 19
Force Majeure

• The Company shall not be liable for any failure to provide the Goods if such failure is caused, in whole or in part, by events beyond its reasonable control. This includes, but is not limited to, acts of God, force majeure, war, fire, explosion, terrorism, riots, burglary, theft, civil disturbances, government restrictions (local, municipal, state, or federal), economic conditions, strikes, industrial action, lockouts (whether at the Company's premises or elsewhere), accidents (whether at the Company's premises or in transit), subcontractor failures, or delays in the arrival of inventory or materials.

Section 20
Personal Properties Securities Act

• PPS Act means the Personal Properties Securities Act 2009 (Cth).
• The Company and the Customer acknowledge that, following the commencement of the PPS Act, the provisions outlined below apply to this Agreement. 
• The Customer acknowledges that the Company holds a security interest (as defined under the PPS Act) in each item of Goods supplied under these Terms and Conditions. The Customer agrees to recognize and maintain this security interest as a continuing and valid interest in the Goods, with priority over any registered or unregistered general security interests and any unsecured creditors, even if the Goods become fixtures before full payment is made. This security interest secures all amounts owed to the Company under this Agreement or otherwise. 
• The Customer grants the Company a Purchase Money Security Interest (PMSI) in the Goods. This PMSI will extend to any new Goods that come into existence and to the proceeds from the sale of such Goods. 
• The Customer acknowledges that the Purchase Money Security Interest (PMSI) attaches to all Goods currently or in the future supplied by the Company to the Customer. 
• The Customer acknowledges that the Company has the right to register a financing statement for the relevant Goods. The Customer agrees to sign any additional documents and provide complete, accurate, and up-to-date information as reasonably required by the Company to register and maintain its financing statement and security interests, ensuring the priority requested by the Company. 
• The Parties agree not to disclose any information described in section 275(1) of the PPS Act to 'Interested Persons' (as defined in section 275(9) of the PPS Act) or any other individuals. 
• The Customer waives its right to receive any notices under the PPS Act, including notices of verification statements, except where such notices are required by the PPS Act and cannot be waived. 
• The Customer agrees to keep and maintain all Goods, until title passes to it, free from any charge, lien, or security interest other than those created under these Terms and Conditions. The Customer further agrees not to handle the Goods in any manner that could prejudice the Company’s rights under these Terms and Conditions or the PPS Act. 
• The Customer irrevocably grants the Company the right to enter any of the Customer's premises or property without prior notice and without any liability to the Customer or any other party, for the purpose of exercising any rights under the PPS Act. The Customer agrees to indemnify the Company against any such liability arising from this entry.  
  

Section 21
Exclusions and Limitations

• The Company excludes all statutory or implied conditions and warranties to the fullest extent permitted by law. 
• Subject to Clauses 10, the Company's maximum liability for any breaches of this Agreement shall be limited to the total amount of Outstanding Amounts previously paid by the Customer to the Company under this Agreement. 
• If any law implies a term, condition, warranty, or Consumer Guarantee into this Agreement, which prevents the exclusion or modification of that term, condition, warranty, or Consumer Guarantee, such term, condition, warranty, or Consumer Guarantee will be deemed to be included in this Agreement. However, the Company's liability for any breach of such term, condition, warranty, or Consumer Guarantee (except where such limitation is excluded by law) will be limited to, at the Company's option, either: 
      a) the replacement of the Goods or the provision of equivalent Goods, or the repair of the Goods 
      b) the payment of the cost to replace the Goods or to acquire equivalent Goods, or 
      c) the payment of the cost to repair the Goods, unless there is a major failure with respect to the Goods, in which case the Customer will be entitled to a remedy under the CCA. 
• The Customer acknowledges that it does not rely, and it is unreasonable to rely, on the Company’s skill and judgment regarding the fitness of the Goods for any particular purpose. The sale of Goods is not based on any description or sample. 
• To the maximum extent permitted by law, the Company excludes all liability (including, but not limited to, liability arising from tort, contract, or breach of statute) to the Customer or any other person for: 
      a) any loss or damage, whether consequential or otherwise (including special, incidental, indirect, or consequential damages), such as loss of profits, contracts, or revenue, arising out of or in connection with the provision of the Goods. This includes any losses resulting from breach, default, negligence, or other issues related to the Goods, suffered by the Customer or any other person, and 
      b) In particular, and without limiting clause 21 above, any loss or damage, whether consequential or otherwise, suffered or incurred by the Customer or any other person as a direct result of any failure, defect, or deficiency in the Goods.

Section 22
Privacy and Financial Information

• The Customer acknowledges and consents to the Company, and its employees, officers, and agents, using the Customer's and any guarantor's personal information for the following purposes: 
      a) Supplying Goods to the Customer; 
      b) Assessing and approving credit applications, including reviewing credit history and obtaining related reports; 
      c) General marketing purposes, in accordance with the Company's privacy policy, which is available upon request. 
• The Company will not disclose such personal information to third parties except as permitted by applicable privacy laws or its privacy policy. The Customer may contact the Company’s Privacy Officer at any time to access or update their personal information. 
• The Customer irrevocably authorizes the Company to obtain and use reports from any credit reporting agency regarding the Customer’s personal information, as necessary for collecting any outstanding amounts, to the extent permitted by law. The Customer also consents to the Company providing information about outstanding amounts to credit reporting agencies, as allowed by law. 
• The Customer agrees to provide all necessary instructions and authorities required by the Company's accountants, debtor insurers, and bankers to allow the Company to periodically investigate the Customer’s trading and financial position. 
• The Customer’s details, including purchase information, will be added to the Company’s database and used for the following purposes: 
      a) To identify the Customer, 
      b) To provide services to the Customer, including processing credit applications and managing those services, 
      c) To provide information about the Goods to the Customer, 
      d) To conduct risk assessment and management, 
      e) To collect and disclose data to third parties, such as: 
          i. Insurance brokers and insurers, 
          ii. Credit reporting agencies; and 
          iii. Financial institutions.

Section 24
Severance

• If any provision of this Agreement is found to be non-compliant with the law, it must be interpreted in a way that gives it the maximum effect possible. If it cannot be given any effect, it will be considered severable from the rest of this Agreement.  
  

Section 25
Alteration

• Any changes to this Agreement must be made in writing and signed by both parties.