Terms & Conditions of Trade
Ultra Secure Limited T/A Ultra Secure – Terms & Conditions of Trade
1. Definitions
1.1 “Ultra Secure Limited” shall mean Ultra Secure Limited T/A Ultra Secure, its successors and assigns or any person acting on behalf of and with the authority of Ultra Secure Limited T/A Ultra Secure.
1.2 “Client” shall mean the Client or any person acting on behalf of and with the authority of the Client.
1.3 “Guarantor” means that person (or persons), or entity who agrees to be liable for the debts of the Client on a principal debtor basis.
1.4 “Equipment” shall mean all Equipment (including any accessories) supplied on hire by Ultra Secure Limited to the Client (and where the context so permits shall include any incidental supply of services). The Equipment shall be as described on the invoices, quotation, authority to hire, or any other work authorisation forms as provided by Ultra Secure Limited to the Client.
1.5 “Minimum Hire Period” shall mean the Minimum Hire Period as described on the invoices, quotation, authority to hire, or any other forms as provided by Ultra Secure Limited to the Client.
1.6 “Price” shall mean the cost of the hire of the Equipment as agreed between Ultra Secure Limited and the Client subject to clause 3 of this contract.
2. Acceptance
2.1 Any instructions received by Ultra Secure Limited from the Client for the hiring of Equipment and/or the Client’s acceptance of Equipment supplied on hire by Ultra Secure Limited shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be amended with the written consent of Ultra Secure Limited.
2.4 The Client shall give Ultra Secure Limited not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by Ultra Secure Limited as a result of the Client’s failure to comply with this clause.
2.5 Equipment is supplied by Ultra Secure Limited based only on the terms and conditions of hire herein to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of hire.
3. Price And Payment
3.1 At Ultra Secure Limited’s sole discretion the Price shall be either;
(a) as indicated on invoice provided by Ultra Secure Limited to the Client in respect of Equipment supplied; or
(b) Ultra Secure Limited quoted Price (subject to clause 3.2) which shall be binding upon Ultra Secure Limited provided that the Client shall accept Ultra Secure Limited’s quotation in writing within thirty (30) days.
3.2 Ultra Secure Limited reserves the right to change the Price in the event of a variation to Ultra Secure Limited’s quotation. Any variation from the plan of scheduled works or specifications (including, but not limited to, any variation due to unforeseen circumstances, or as a result of increases to Ultra Secure Limited in the cost of materials and labour) will be charged for on the basis of Ultra Secure Limited’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
3.3 Ultra Secure Limited may submit detailed progress payment claims in accordance with Ultra Secure Limited’s specified payment schedule. Such payment claims may include the reasonable value of authorised variations and the value of any materials delivered to the site but not yet installed.
3.4 At Ultra Secure Limited’s sole discretion a non-refundable deposit may be required.
3.5 At Ultra Secure Limited’s sole discretion a bond may be required which shall be refunded upon return of the Equipment in a condition acceptable to Ultra Secure Limited.
3.6 At Ultra Secure Limited’s sole discretion;
(a) payment shall be due on delivery of the Equipment, or
(b) payment shall be due before delivery of the Equipment, or
(c) payment for approved Clients shall be made by instalments in accordance with Ultra Secure Limited’s payment schedule, or
(d) payment for approved Client’s shall be due ten (10) days following the date of the invoice.
3.7 Time for payment for the Equipment shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due twenty (20) days following the end of the month in which an invoice is sent to the Client’s address or address for notices.
3.8 Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or any other method as agreed to between the Client and Ultra Secure Limited.
3.9 Receipt by Ultra Secure Limited 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.
3.10 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
4. Hire Period
4.1 For Equipment in which a timing device is installed the hire period shall be the number of hours or part thereof recorded on the timing device whilst the Equipment is in the Client’s possession.
4.2 Where the Equipment does not have a timing device installed hire Charges shall commence from the time the Equipment is collected by the Client from Ultra Secure Limited’s premises and will continue until the return of the Equipment to Ultra Secure Limited’s premises, and/or until the expiry of the Minimum Hire Period, whichever last occurs.
4.3 If Ultra Secure Limited agrees with the Client to deliver and/or collect the Equipment, hire charges shall commence from the time the Equipment leaves Ultra Secure Limited’s premises and continue until the Client notifies Ultra Secure Limited that the Equipment is available for collection, and/or until the expiry of the Minimum Hire Period, whichever last occurs.
4.4 The date upon which the Client advises of termination shall in all cases be treated as a full day’s hire.
4.5 No allowance whatever can be made for time during which the Equipment is not in use for any reason, unless Ultra Secure Limited confirms special prior arrangements in writing. In the event of Equipment breakdown provided the Client notifies Ultra Secure Limited immediately, hiring charges will not be payable during the time the Equipment is not working, unless the condition is due to negligence or misuse on the part of or attributable to the Client.
5. Delivery Of Equipment
5.1 At Ultra Secure Limited’s sole discretion delivery of the Equipment shall take place when;
(a) the Client takes possession of the Equipment at Ultra Secure Limited’s address or
(b) the Client takes possession of the Equipment at the Client’s nominated address (in the event that the Equipment is delivered by Ultra Secure Limited or Ultra Secure Limited’s nominated carrier).
5.2 At Ultra Secure Limited’s sole discretion the costs of delivery are;
(a) included in the Price, or
(b) in addition to the Price, or
(c) for the Client’s account.
5.3 The Client shall make all arrangements necessary to take delivery of the Equipment whenever it is tendered for delivery. In the event that the Client is unable to take delivery of the Equipment as arranged then Ultra Secure Limited shall be entitled to charge a reasonable fee for redelivery.
5.4 Delivery of the Equipment to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
5.5 The failure of Ultra Secure Limited to deliver shall not entitle either party to treat this contract as repudiated.
5.6 Ultra Secure Limited shall not be liable for any loss or damage whatever due to failure by Ultra Secure Limited to deliver the Equipment (or any part of the Equipment) promptly or at all.
6. Risk
6.1 Ultra Secure Limited retains property in the Equipment nonetheless; all risk for the Equipment passes to the Client on delivery.
6.2 The Client accepts full responsibility for the safekeeping of the Equipment and indemnifies Ultra Secure Limited for all loss theft or damage to the Equipment however caused and without limiting the generality of the foregoing whether or not loss, theft, or damage is attributable to any negligence, failure, or omission of the Client.
6.3 The Client will insure, or self insure, Ultra Secure Limited’s interest in the Equipment against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or injury to property arising out of the Equipment. Further the Client will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
6.4 The Client accepts full responsibility for and shall keep Ultra Secure Limited indemnified against all liability in respect of all actions, proceedings, claims, damages, costs and expenses in respect of any injury to persons or damage to property arising out of the use of the Equipment during the hire period however arising and whether or not arising from any negligence, failure or omission of the Client or any other persons.
7. Access
7.1 The Client shall ensure that Ultra Secure Limited has clear and free access to the site at all times to enable them to deliver, collect or inspect the Equipment. Ultra Secure Limited shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Ultra Secure Limited.
8. Title
8.1 The Equipment is and will at all time remain the absolute property of Ultra Secure Limited.
8.2 If the Client fails to return the Equipment to Ultra Secure Limited then Ultra Secure Limited or Ultra Secure Limited’s agent may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Equipment is situated and take possession of the Equipment, without being responsible for any damage thereby caused.
8.3 The Client is not authorised to pledge Ultra Secure Limited’s credit for repairs to the Equipment or to create a lien over the Equipment in respect of any repairs.
9. Defects
9.1 The Client shall inspect the Equipment on delivery and shall within forty eight (48) hours notify Ultra Secure Limited of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Ultra Secure Limited an opportunity to inspect the Equipment within a reasonable time following delivery if the Client believes the Equipment is defective in any way. If the Client shall fail to comply with these provisions the Equipment shall be presumed to be free from any defect or damage. For defective Equipment, which Ultra Secure Limited has agreed in writing that the Client is entitled to reject, Ultra Secure Limited’s liability is limited to repairing the Equipment.
10. Client’s Responsibilities
10.1 The Client shall;
(a) notify Ultra Secure Limited immediately by telephone of the full circumstances of any mechanical breakdown or accident in connection with the Equipment. The Client is not absolved from the requirements to safeguard the Equipment by giving such notification.
(b) satisfy itself prior to taking delivery of the Equipment that the Equipment is suitable for its purposes.
(c) operate the Equipment safely, strictly in accordance with the law, only for its intended use, and in accordance with any manufacturer’s instruction, whether supplied by Ultra Secure Limited or posted on the Equipment;
(d) ensure that all persons operating or erecting the Equipment are suitably instructed in its safe and proper use, and where necessary, hold a current certificate of competency and/or are fully licensed;
(e) comply with all occupational health and safety laws relating to the Equipment and its operation;
(f) keep the Equipment in their own possession and control;
(g) not alter or make any additions to the Equipment including but without limiting altering, make any additions to, decaging or erasing any identification mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment;
(h) employ the Equipment solely in its own work and not permit Equipment or any part thereof to be used by any other party for any other work;
(i) not exceed the recommended or legal load and capacity limits of the Equipment;
(j) not use or carry any illegal, prohibited or dangerous substance in or on the Equipment;
(k) not fix any of the Equipment in such a manner as to make it legally a fixture forming part of any freehold;
(l) on termination of the hire, deliver the Equipment complete with all parts and accessories clean and in good order as delivered, fair wear and tear accepted, to Ultra Secure Limited.
10.2 Immediately on request by Ultra Secure Limited the Client will pay;
(a) the new list price of any Equipment that is for whatever reason destroyed, written off, or not returned to Ultra Secure Limited;
(b) all costs incurred in cleaning the Equipment;
(c) all costs of repairing any damage caused by the ordinary use of the Equipment up to an amount equal to 10% of the new list price of the Equipment;
(d) the cost of repairing any damage to the Equipment caused by the negligence of the Client or the Client’s agent;
(e) the cost of repairing any damage to the Equipment caused by vandalism, or in Ultra Secure Limited’s reasonable opinion, in any way whatsoever other than by the ordinary use of the Equipment by the Client;
(f) the cost of fuels and consumables provided by Ultra Secure Limited and used by the Client.
11. Warranty
11.1 No warranty is given by Ultra Secure Limited as to the quality or suitability of the Equipment for any purpose and any implied warranty is expressly excluded. The Client shall indemnify and hold harmless Ultra Secure Limited in respect of all claims arising out of the use of the Equipment.
12. Consumer Guarantees Act 1993
12.1 This agreement is subject to the provisions of the Consumer Guarantees Act 1993 in all cases except where the Client is contracting within the terms of a trade/business (which cases are specifically excluded).
13. Default & Consequences Of Default
13.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of three percent (3%) per calendar month (and at Ultra Secure Limited’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
13.2 In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by Ultra Secure Limited.
13.3 If the Client defaults in payment of any invoice when due, the Client shall indemnify Ultra Secure Limited from and against all costs and disbursements incurred by Ultra Secure Limited in pursuing the debt including legal costs on a solicitor and own client basis and Ultra Secure Limited’s collection agency costs.
13.4 Without prejudice to any other remedies Ultra Secure Limited may have, if at any time the Client is in breach of any obligation (including those relating to payment) Ultra Secure Limited may repossess the Equipment as per clause 8.2, or suspend or terminate the supply of Equipment to the Client and any of its other obligations under the terms and conditions. Ultra Secure Limited will not be liable to the Client for any loss or damage the Client suffers because Ultra Secure Limited has exercised its rights under this clause.
13.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.
13.6 Without prejudice to Ultra Secure Limited’s other remedies at law Ultra Secure Limited shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to Ultra Secure Limited shall, whether or not due for payment, become immediately payable in the event that;
(a) any money payable to Ultra Secure Limited becomes overdue, or in Ultra Secure Limited’s opinion the Client will be unable to meet its payments as they fall due; or
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
14. Security And Charge
14.1 Despite anything to the contrary contained herein or any other rights which Ultra Secure Limited may have howsoever:
(a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Ultra Secure Limited or Ultra Secure Limited’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Client and/or the Guarantor acknowledge and agree that Ultra Secure Limited (or Ultra Secure Limited’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
14.2 Should Ultra Secure Limited elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify Ultra Secure Limited from and against all Ultra Secure Limited’s costs and disbursements including legal costs on a solicitor and own client basis.
14.3 The Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Ultra Secure Limited or Ultra Secure Limited’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 14.1.
15. Compliance with Laws
15.1 The Client and Ultra Secure Limited shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works.
15.2 The Client shall obtain (at the expense of the Client) all licences and approvals that may be required for the works.
15.3 The Client agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
16. Cancellation
16.1 Ultra Secure Limited may cancel these terms and conditions or cancel delivery of Equipment at any time before the Equipment is delivered by giving written notice. On giving such notice Ultra Secure Limited shall repay to the Client any sums paid in respect of the Price. Ultra Secure Limited shall not be liable for any loss or damage whatever arising from such cancellation.
16.2 In the event that the Client wishes to cancel this agreement then the Client shall be liable for any loss incurred by Ultra Secure Limited (including, but not limited to, any
