STANDARD TERMS & CONDITIONS FOR ZIP HYDROCARE AGREEMENTS
In these Conditions, unless the context otherwise requires:
“Acceptance Letter” means the letter from Zip to the Customer accepting the Customer’s Order;
“Anniversary Date” means each anniversary of the Commencement Date;
“Commencement Date” means the later of the date specified as the commencement date in the Proposal and the date for commencement (if any) set out in Zip’s Acceptance Letter;
“Customer” means the party described in the Proposal to whom the Goods and Services are to be provided;
“Customer’s Order” means the order provided by the Customer to Zip notifying Zip as to which of the options set out in the Proposal it wishes to proceed with;
“Fees” means the fees quoted in the Proposal;
“Force Majeure” means strikes, fires, acts of God, war, riots or any acts of any body politic;
“Goods” means the spare parts to be supplied to the Customer, described in the Proposal or otherwise as required for Zip to perform the Services for the Customer;
“GST” means the goods and services tax imposed in Australia by the GST Law;
“GST Law” means A New Tax System (Goods & Services Tax) Act 1999;
“Initial Term” means the period of twelve (12) months from the Commencement Date;
“Products” means the products described in the Proposal;
“Proposal” means the written proposal provided by Zip to the Customer;
“Renewal Date” means during the Initial Term, the first anniversary of the Commencement Date and thereafter, each Anniversary Date;
“Services” means the services to be provided by Zip to the Customer as described in the Proposal and confirmed by Zip in its Acceptance Letter;
“Special Conditions” means the special conditions attached to the Proposal;
“Term” means, subject to early termination in accordance with these Conditions, the Initial Term and any extension of that period pursuant to these Conditions; and
“Zip” means Zip Heaters (Aust) Pty Limited ACN 000 578 727.
2.1 Unless previously withdrawn, a Proposal is valid for thirty (30) days from the date of issue or such other period as is stated
in it and is subject to withdrawal or change at any time. Any Proposal is a mere invitation to treat and does not constitute a
2.2 The Customer’s Order shall be taken to be an offer incorporating all these Conditions. Zip reserves the right to accept the
Customer’s Order in whole or in part. A contract for the supply of Goods and Services will not come into existence until Zip has
signed its Acceptance Letter.
2.3 Once Zip has signed its Acceptance Letter, the Customer may not alter or modify the Customer’s Order unless the written consent
of an authorised employee of Zip is obtained.
3. GOODS AND SERVICES
3.1 Zip agrees to provide the Goods and Services for the Products at the frequency described in the Proposal on Business Days
between the hours of 7.30am to 3.30pm during the Term in consideration of payment of the Fees by the Customer to Zip and subject to
3.2 Notwithstanding any other provision of these Conditions, Zip is under no obligation to provide the Goods and Services in cases
where, in Zip’s opinion: work has been carried out on any of the Products by unauthorised persons; there has been negligent abuse
or misuse of any of the Products; work was performed upon any of the Products contrary to the manufacturer’s or Zip’s
specifications; Force Majeure has occurred; damage has been caused to any of the Products by the Customer or its servants, agents,
consultants, or contractors; any of the Products have been removed or reinstalled by unauthorised persons; there have been
fluctuations in electrical power, water supplies, water purity, ventilation and temperature; or use of any of the Products under
environmental, power or operating conditions has been beyond the limits or constraints specified by Zip. If Zip chooses to
undertake the Services or provide the Goods in the above circumstances, such goods or services, will be invoiced to the Customer
4.1 In consideration of Zip supplying the Goods and Services to the Customer, the Customer will pay the Fees as requested by Zip.
4.2 The Customer acknowledges and agrees that the Fees are non−refundable notwithstanding early termination by either party under
4.3 Zip may vary the Fees on giving written notice to the Customer thirty (30) days before any Renewal Date.
In the event of non payment of any amounts due and payable by the Customer to Zip under these Conditions, Zip may, after having
notified the Customer, suspend its performance of its obligations under these Conditions until payment of the outstanding amount is
made to Zip.
5.1 The Customer must notify Zip at least thirty (30) days before any Renewal Date that it does not wish the Services to be performed or
Goods supplied after the Renewal Date. Any failure by the Customer to give such notice will result in the automatic extension of these Conditions for a period of twelve (12) months commencing on the day after the Renewal Date on the same terms and conditions as in these
6. WARRANTY AND LIABILITY OF COMPANY
6.1 To the extent permitted by law, all warranties or representations whether statutory or otherwise and whether express or
implied, oral or written as to the state, quality or fitness for purpose of the Goods or Services, or materials used in connection
with the Services, are hereby expressly excluded.
6.2 To the extent permitted by law, Zip is not liable to the Customer for:
(a) any loss, damage or expense sustained by the Customer or any other party arising out of the supply of the Goods or Services,
any breach by Zip of any contract incorporating these Conditions, or the negligence of Zip; or
(b) any indirect or consequential losses, loss of profits or use, any rectification costs or any third party claims in connection
with providing the Goods or Services.
6.3 Zip does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be
excluded, restricted or modified except to a limited extent, as between Zip and the Customer by law including liability under Part
V of the Trade Practices Act 1974 (Cth) or equivalent State legislation concerning a buyer who deals with a consumer or onsells to
a consumer. However, where such statutory provisions apply, to the extent to which Zip is entitled to do so, Zip’s liability shall
be limited at its option to:
(a) in the case of the supply of the Goods:
(i) the replacement of the Goods or supply of equivalent goods;
(ii) the payment of the cost of replacing the Goods or acquiring equivalent goods;
(iii) the payment of the cost of having the Goods repaired; or
(iv) the repair of the Goods; and
(b) in the case of the Services:
(i) the supply of the Services again; or
(ii) the payment of the cost of having the Services supplied again.
7.1 The Customer may terminate any contract for the supply of the Goods or Services before the supply has been made provided the
written approval of an authorised employee of Zip has been obtained and the Customer agrees to pay any loss as determined and
specified by Zip.
7.2 Zip may immediately terminate its obligations under these Conditions, without incurring any liability to the Customer if:
(a) the Customer fails to pay the Fees by the due date;
(b) the Customer fails to observe any of these Conditions and fails to rectify such non−observance to the reasonable satisfaction
of Zip within fourteen (14) days of receipt of a notice of breach from Zip, specifying the nature of the breach; or
(c) the Customer is insolvent in the opinion of Zip or has an administrator appointed or a receiver appointed in respect of any or
all of its assets, or an order is made or a resolution is passed for winding up or liquidation of the Customer.
If any provision of these Conditions is void or unenforceable, that provision will be severed without invalidating the remaining provisions.
9. ENTIRE AGREEMENT
9.1 These Conditions, the Special Conditions, the Proposal, the Customer’s Order and the Acceptance Letter constitute the entire
agreement of the parties about its subject matter and any previous agreements, understandings and negotiations on that subject
matter cease to have any effect.
9.2 If there is any inconsistency between these Conditions, the Special Conditions, the Proposal, the Customer’s Order and the
Acceptance Letter, the order of precedence of these documents is as follows:
(a) the Acceptance Letter;
(b) the Special Conditions;
(c) these Conditions;
(d) the Proposal; and
(e) the Customer’s Offer.
10. GOVERNING LAW
These Conditions are governed by the law in force in New South Wales, Australia and the parties submit to the non−exclusive jurisdiction of the Courts of that State.