Terms and Conditions

1. Definitions

• 1.1 “Contract” means these terms and conditions, together with any quotation, order, invoice, or other document supplementing this Contract.

• 1.2 “Contractor” means Summit Air and Refrigeration, its successors, and assigns.

• 1.3 “Client” means the person or entity requesting the Works, including:

  • (a) multiple Clients jointly and severally;

  • (b) partners in a partnership jointly and severally;

  • (c) trustees of a trust in their capacity as a trustee;

  • (d) the Client’s executors, administrators, successors, and permitted assigns.

• 1.4 “Works” means all services and materials supplied by the Contractor, including consultation, manufacturing, and installation.

• 1.5 “Confidential Information” includes this Contract, intellectual property, operational, financial, and client information (including personal information).

• 1.6 “Price” means the agreed price for the Works, plus GST.

• 1.7 “GST” means Goods and Services Tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

2. Acceptance

• 2.1 The Client accepts these terms by placing an order or accepting delivery of the Works.

• 2.2 These terms prevail over any inconsistent prior agreements.

• 2.3 Amendments must be in writing and agreed upon by both parties.

• 2.4 Credit supply is subject to approved credit application.

• 2.5 The Contractor may refuse delivery if the Client exceeds their credit limit or payment terms.

• 2.6 The Client is responsible for confirming the accuracy of any advice provided by the contractor.

• 2.7 Client acknowledges;

  • (a) proposals assume properly insulated ceilings.

  • (b) changes to scope must be given 48 hours prior, or call-out fees may apply.

  • (c) The client pays for non-warranty repairs, including call-out fees.

  • (d) The client pays for labour costs for mandatory site inductions.

• 2.8 Diagnostic costs are charged regardless of whether the repair is completed.

• 2.9 The Contractor may substitute comparable materials with prior notice, or hold the order until agreement is reached.

• 2.10 Electronic signatures are accepted in accordance with the Electronic Transactions Act 2000.

3. Errors and Omissions

• 3.1 The Contractor is not liable for inadvertent errors or omissions.

• 3.2 Such errors do not invalidate the Contract unless due to the Contractor’s negligence.

4. Change in Control

• 4.1 The Client must provide 14 days written notice of any change of ownership or details.

• 4.2 The Client is liable for any loss incurred due to non-compliance.

5. Price and Payment

• 5.1. Price:

  • The Price for the Works shall be as specified in the Contractor's quotation or invoice.

  • Unless otherwise stated, the Price excludes GST and any other applicable taxes, duties, or levies.

  • Quotations are valid for 30 days from the date of issue unless otherwise stated.

  • The Contractor reserves the right to revise quotations if there are changes to the scope of work, material costs, or other factors beyond the Contractor's control.

• 5.2. Payment Terms:

  • Payment is due within seven (7) days from the date of the invoice, unless otherwise agreed in writing.

  • Progress payments may be required for larger projects, as specified in the quotation or contract.

  • Payment may be made by electronic funds transfer or card payment. Cash payments for smaller works may be accepted at the contractor's discretion. 

• 5.3. Late Payment:

• If the Client fails to make payment by the due date, the Contractor may, without prejudice to any other rights or remedies:

  • (a) Suspend or withhold further Works until payment is received.

  • (b) Charge a late payment fee of 5% of the overdue amount.

  • (c) Charge interest on the overdue amount. The interest rate shall be calculated daily and shall reflect the Reserve Bank of Australia’s (RBA) official cash rate. 

• 5.4. Non-Payment:

  • In the event of non-payment, the Contractor retains the right to:

    • (a) Terminate the Contract.

    • (b) Enter the Client's premises to retrieve any Materials for which payment has not been received, in accordance with clause 12 (Title).

    • (c) Commence legal proceedings to recover the outstanding debt.

• 5.5. Disputed Invoices:

  • If the Client disputes any portion of an invoice, the Client must notify the Contractor in writing within seven (7) days of receiving the invoice, specifying the reasons for the dispute.

  • The Client must pay the undisputed portion of the invoice by the due date.

  • Disputes do not relieve the client from their obligation to make payments of other invoices.

• 5.6. Commercial Clients:

  • The contractor and client agree that all transactions are commercial transactions, and therefore the payment terms and interest rates outlined within this contract are fair and reasonable for commercial dealings.

6. Provision of the Works

• 6.1 The Contractor will start the Works as soon as reasonably possible.

• 6.2 The commencement or completion date may be extended for reasons beyond the Contractor’s control, including Client delays.

• 6.3 Risk passes to the Client upon handover of completed sections.

• 6.4 Deferral or cessation of works results in handover and risk transfer.

• 6.5 Title remains with the contractor until payment is received.

• 6.6 Delivery costs may be included in the price.

• 6.7 The contractor may deliver the works in instalments.

• 6.8 Delivery times are estimates. The Client pays for re-supply or storage due to their own delays.

7. Risk

• 7.1 Risk passes to the Client on delivery of materials only, or completion of supply and installation.

• 7.2 The Client bears all risk for unattended deliveries.

• 7.3 The Client warrants the site’s suitability. The Contractor may delay works for safety reasons.

• 7.4 The Contractor is not liable for damages if their advice is not followed.

• 7.5 The Client must be on site to confirm installation locations.

• 7.6 Variation charges apply for non-adjacent condensing unit locations.

• 7.7 The Client is liable for costs incurred for inaccessible materials.

• 7.8 The Contractor ensures industry standard noise levels, but cannot guarantee constant levels.

• 7.9 The Client is responsible for relocation costs due to complaints or third-party requests.

• 7.10 The Client is responsible for the suitability of client-supplied materials.

• 7.11 The Contractor is only responsible for replaced parts.

• 7.12 Temporary repairs are not guaranteed.

• 7.13 The Client is responsible for ensuring equipment, claims must be made within ten (10) days, and the Contractor is not liable for liquidated damages.

• 7.14 Zoning limitations apply to ducted/multi systems.

• 7.15 The Contractor is not responsible for connecting WIFI modules to the client's router.

• 7.16 The client is responsible for core hole placement.

• 7.17 The Contractor is not liable for minor ceiling damage.

• 7.18 The Client pays for repairs to damage caused by outside agents.

• 7.19 Materials may fade, change colour, expand, contract, mark, or be damaged.

• 7.20 The Client is responsible for protecting on-site stored materials.

8. Client’s Responsibilities

• 8.1 The Client must:

  • (a) maintain materials.

  • (b) notify the contractor of specific requirements.

  • (c) ensure connected equipment is suitable.

  • (d) remove fragile items.

  • (e) provide scaffolding.

  • (f) make the site available at agreed times.

• 8.2 The Contractor does not remove furniture or move gas appliances.

9. Underground Locations

• 9.1 The Client must identify and mark underground services.

• 9.2 The Client indemnifies the Contractor for damage to unmarked services.

10. Site Contamination

• 10.1 The Contractor is not liable for minor site contamination.

11. Compliance with Laws

• 11.1 Both parties must comply with applicable laws.

• 11.2 The Client must obtain all necessary licenses and approvals.

• 11.3 The Client pays for the rectification of unsafe switchboards.

• 11.4 Live works are performed according to industry standards.

• 11.5 The Client ensures site compliance with WHS laws.

12. Title and PPSR

• 12.1. The Contractor and the Client agree that ownership of the Materials shall not pass until:

  • (a) the Client has paid the Contractor all amounts owing to the Contractor; and

  • (b) the Client has met all of its other obligations to the Contractor.

•  

• 12.2. Receipt by the Contractor of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared, or recognised.  

•  

• 12.3. It is further agreed that until ownership of the Materials passes to the Client in accordance with clause 12.1:

  • (a) the Client is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to the Contractor on request;  

  • (b) the Client holds the benefit of the Client’s insurance of the Materials on trust for the Contractor and must pay to the Contractor the proceeds of any insurance in the event of the Materials being lost, damaged, or destroyed;  

  • (c) the production of these terms and conditions by the Contractor shall be sufficient evidence of the Contractor’s rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with the Contractor to make further inquiries;  

  • (d) the Client must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for market value. If the Client sells, disposes, or parts with possession of the Materials then the Client must hold the proceeds of any such act on trust for the Contractor and must pay or deliver the proceeds to the Contractor on demand;  

  • (e) the Client should not convert or process the Materials or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of the Contractor and must sell, dispose of, or return the resulting product to the Contractor as it so directs;

  • (f) unless the Materials have become fixtures the Client irrevocably authorizes the Contractor to enter any premises where the Contractor believes the Materials are kept and recover possession of the Materials;  

  •  

  • (g) the Contractor may recover possession of any Materials in transit whether or not delivery has occurred;

  • (h) the Client shall not charge or grant an encumbrance over the Materials nor grant nor other security interest over the Materials while they remain the property of the contractor.  

  •  

• 12.4. PPSR Registration:

  • (a) The Client acknowledges that the Contractor may register a Purchase Money Security Interest (PMSI) on the Personal Property Securities Register (PPSR) in relation to any Materials supplied or Works performed for which payment has not been received in full.

  • (b) The Client agrees to provide all necessary information and assistance to the Contractor to enable the registration of such PMSI.

  • (c) The Client waives any right to receive a verification statement under the PPSA, unless required by law.

  • (d) The Client agrees that the Contractor may, at its discretion, register a PMSI over all of the Client’s present and after-acquired property.

  • (e) The client agrees to indemnify the contractor for any costs associated with registering a PPSR, or removing a PPSR.

13. Warranty

• 13.1. The Contractor warrants that the Works will be performed with reasonable care and skill and that the Materials supplied will be of merchantable quality and free from defects for a period of 12 months from the date of completion/delivery (the "Warranty Period"), subject to the exclusions outlined in this clause.

• 13.2. This warranty does not cover:

  • (a) Normal wear and tear.

  • (b) Damage caused by misuse, neglect, accident, or improper maintenance by the Client or any third party.

  • (c) Damage caused by unauthorized modifications or repairs.

  • (d) Damage caused by external factors beyond the Contractor’s control, including but not limited to, natural disasters, power surges, or fluctuations.

  • (e) Materials or equipment supplied by the Client.

  • (f) Consumable items, such as filters or fuses.

  • (g) Issues arising from pre-existing conditions not identified during the initial assessment.

  • (h) hairline cracks, or damage to surrounding structures, that are not caused by the direct negligence of the contractor.

  • (i) Issues related to WIFI connectivity outside of the module installation.

• 13.3. To make a warranty claim, the Client must:

  • (a) Notify the Contractor in writing within the Warranty Period, specifying the defect and providing proof of purchase.

  • (b) Provide the Contractor with reasonable access to inspect and repair the Works.

• 13.4. The Contractor’s liability under this warranty is limited to, at the Contractor’s discretion:

  • (a) Repairing or replacing the defective Materials or Works.

  • (b) Refunding the portion of the Price attributable to the defective Materials or Works.

• 13.5. Any repairs or replacements made under this warranty do not extend the original Warranty Period.

• 13.6. Where the manufacturer of a material offers a warranty, the client is responsible for adhering to that manufacturer's specific warranty terms. The contractor will assist the client in contacting the manufacturer but is not responsible for the manufacturer's warranty.

• 13.7. Warranty Service Scheduling:

  • (a) The Contractor will make reasonable efforts to schedule and complete warranty work within a reasonable timeframe.

  • (b) Warranty work will be scheduled at the Contractor's discretion, taking into account workload, parts availability, and other operational factors.

  • (c) Normal operating hours for warranty work are Monday to Friday, 7:00 AM to 4:00 PM.

  • (d) Out-of-hours call-outs for warranty repairs are not covered under this warranty.

  • (e) If the Client requests warranty repairs to be performed outside normal operating hours, additional charges will apply.

  • (f) The Contractor reserves the right to schedule warranty work outside normal operating hours at its own discretion, without incurring additional costs to the Client, when required for scheduling efficiency.

• 13.8. Emergency Repairs:

  • If the client requires an emergency repair outside of the normal operating hours, additional costs will be incurred by the client. An emergency repair is defined as a repair that is required to prevent immediate damage to property or to prevent a serious health and safety risk.

 

14. Dispute Resolution

• 14.1. If a dispute arises between the Client and the Contractor, both parties agree to attempt to resolve the dispute through good-faith negotiations.

• 14.2. If the dispute cannot be resolved through negotiation within 14 days, either party may refer the dispute to mediation administered by The Australian Disputes Centre in accordance with its rules.

• 14.3. If mediation is unsuccessful, either party may pursue legal action in the courts of New South Wales, Australia.

• 14.4. During the dispute resolution process, both parties agree to continue performing their obligations under the Contract, except for obligations directly affected by the dispute.

• 14.5. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

• 14.6. Nothing in this clause prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.

 

​

15. Debt Collection and Recovery

• 15.1. Enforcement Rights: In the event of late or non-payment, the Contractor reserves the right to take any or all of the following actions without further notice, and at the Client’s cost:

  • (a) Suspend, cancel, or refuse further supply of Works or Materials.

  • (b) Initiate legal proceedings for debt recovery, including seeking judgment through the courts.

  • (c) Engage a debt collection agency to recover outstanding amounts.

  • (d) Register and enforce a PPSR interest as outlined in Clause 12.

  • (e) List the debt with commercial credit reporting agencies.

  • (f) Recover all reasonable enforcement costs, including legal fees, court costs, debt collection agency fees, and disbursements.

• 15.2. Personal Guarantees: If the Client is a company or trust, the Contractor may require one or more directors or trustees to personally guarantee the Client’s obligations under this Contract.

• 15.3. Set-Off: The Contractor may set off any amounts it owes to the Client against any outstanding debt owed by the Client under this Contract.

​​

Last updated: 16 May 2025