1.1 “Vizona” means Vizona Pty Ltd T/A Vizona, its successors and assigns or any person acting on behalf of and with the authority of Vizona Pty Ltd T/A Vizona .
1.2 “Customer” means the person/s buying the Goods (and/or hiring Equipment) as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
1.3 “Goods” means all Goods or Services supplied by Vizona to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Equipment” means all Equipment including any accessories supplied on hire by Vizona to the Customer (and where the context so permits shall include any supply of Services). The Equipment shall be as described on the invoices, quotation, authority to hire, or any other work authorisation form provided by Vizona to the Customer.
1.5 “Price” means the Price payable for the Goods/Equipment hire as agreed between Vizona and the Customer in accordance with clause 4 below.
2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods/Equipment.
2.2 These terms and conditions may only be amended with Vizona’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Vizona.
2.3 The Customer accepts and acknowledges that if it’s an approved account holder an order number must be issued before commencement of the Services begins.
2.4 The Customer acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Vizona reserves the right to vary the Price with alternative Goods as per clause 4.2. Vizona also reserves the right to halt all Services until such time as Vizona and the Customer agree to such changes.
2.5 The Customer accepts and acknowledges Vizona’s right to refuse in whole or in part any countermands or alterations to specifications requested by the Customer after acceptance of the offer.
2.6 None of Vizona’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of Vizona in writing nor is the Vizona bound by any such unauthorised statements.
2.7 The Customer accepts and acknowledges that all sizes and weights of Goods in any document issued by Vizona are approximate only and shall not form part of any sale by description.
2.8 The Customer accepts and agrees, in the event that the Customer wishes to retain sole rights to their design patterns, then Vizona’s will require their Specific Pattern Contract to be completed at point of inception. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
3. Change in Control
3.1 The Customer shall give Vizona not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by Vizona as a result of the Customer’s failure to comply with this clause.
4. Price and Payment
4.1 At Vizona’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by Vizona to the Customer; or
(b) Vizona’s quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
4.2 Vizona reserves the right to change the Price if a variation to Vizona’s quotation is requested. Any variation from the plan of scheduled Services or specifications of the Goods (including, but not limited to, any variation as a result of fluctuations in currency exchange rates or increases to Vizona in the cost of taxes, levies, materials and labour) will be charged for on the basis of Vizona’s quotation and will be shown as variations on the
4.3 At Vizona’s sole discretion a non-refundable deposit of up to thirty percent (30%) may be required.
4.4 At Vizona’s sole discretion packing, where required is at an additional cost to the Customer.Packing and packing material is not returnable unless otherwise stated by Vizona in writing on any invoice to the Customer.
4.5 Time for payment for the Goods/Equipment being of the essence, the Price will be payable by the Customer on the date/s determined by Vizona, which may be:
(a) on delivery of the Goods/Equipment;
(b) thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;
(c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Vizona.
4.6 Payment may be made by cash, cheque, bank cheque, credit card (plus a surcharge of up to two percent (2%) of the Price), or by any other method as agreed to between the Customer and Vizona.
4.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Vizona an amount equal to any GST Vizona must pay for any supply by Vizona under this or any other agreement for the sale of the Goods/hire of the Equipment. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
5. Delivery of Goods/Equipment
5.1 Delivery (“Delivery”) of the Goods/Equipment is taken to occur at the time that:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods/Equipment at Vizona’s address; or
(b) Vizona (or Vizona’s nominated carrier) delivers the Goods/Equipment to the Customer’s nominated address even if the Customer is not present at the address.
5.2 At Vizona’s sole discretion the cost of delivery is either included in the Price or is in addition to the Price.
5.3 The Customer accepts and acknowledges that unless specified in writing by Vizona any freight required is in addition to the Price. The Customer further accepts that if Vizona is required to physically deliver the Goods/Equipment then it will be done at the best rate Vizona can arrange and will be charged as an additional cost together with an administration fee.
5.4 The Customer must take delivery by receipt or collection of the Goods/Equipment whenever either is tendered for delivery. In the event that the Customer is unable to take delivery of the Goods/Equipment as arranged then Vizona shall be entitled to charge a reasonable fee for redelivery of the Goods/Equipment and/or the storage of the Goods.
5.5 Vizona may deliver the Goods/Equipment in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
5.6 Any time or date given by Vizona to the Customer is an estimate only. The Customer must still accept delivery of the Goods/Equipment even if late and Vizona will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.
6.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Vizona is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Vizona is sufficient evidence of Vizona’s rights to receive the insurance proceeds without the need for any person dealing with Vizona to make further enquiries.
6.3 If the Customer requests Vizona to leave Goods outside Vizona’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
6.4 Where Vizona gives advice, recommendations, information, assistance or service to the Customer or the Customers agent, regarding the Goods or Services then it is given in good faith and Vizona shall not be liable in any way whatsoever for any damages, losses or costs however arising resulting from the Customer relying on the same.
6.5 Where Vizona is required to install the Goods the Customer warrants that the structure of the premises or equipment in or upon which these Goods are to be installed or erected is sound and will sustain the installation and work incidental thereto and Vizona shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising in connection with the installation and work incidental thereto.
6.6 The Customer acknowledges that Goods supplied may exhibit variations in shade, colour, texture, surface and finish of up to five percent (5%) of match to cab and may fade or change colour over time. Vizona will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur.
6.7 The Customer acknowledges that variations of colour, shade and pattern are inherent in Goods. While every effort will be taken by Vizona to match, shade and pattern of the Goods, Vizona shall not be liable for any loss, damage or costs, howsoever arising resulting from any variation in colour, shading and pattern between batches of the Goods or sale samples and the final Goods supplied.
7.1 The Customer shall ensure that Vizona has clear and free access to the work site at all times to enable them to undertake the Services. Vizona 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 Vizona.
8. Title To Goods
8.1 Vizona and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid Vizona all amounts owing to Vizona; and
(b) the Customer has met all of its other obligations to Vizona.
8.2 Receipt by Vizona 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.
8.3 It is further agreed that:
(a) until ownership of the Goods passes to the Customer in accordance with clause 8.1 that the Customer is only a bailee of the Goods and must return the Goods to Vizona on request.
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Vizona and must pay to Vizona the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Vizona and must pay or deliver the proceeds to Vizona on demand.
(d) the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Vizona and must sell, dispose of or return the resulting product to Vizona as it so directs.
(e) the Customer irrevocably authorises Vizona to enter any premises where Vizona believes the Goods are kept and recover possession of the Goods.
(f) Vizona may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Vizona.
(h) Vizona may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
9. Personal Property Securities Act 2009 (“PPSA”)
9.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
9.2 Upon assenting to these terms and conditions in writing, the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods/Equipment that has previously been supplied and that will be supplied in the future by Vizona to the Customer and that Vizona may apply to register a security interest in the Goods/Equipment at any time before or after delivery of the Goods/Equipment.
9.3 The Customer undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Vizona may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 9.3(a)(i) or 9.3(a)(ii);
(b) indemnify, and upon demand reimburse, Vizona for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods/Equipment charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of Vizona;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods/Equipment in favour of a third party without the prior written consent of Vizona;
(e) immediately advise Vizona of any material change in its business practices of selling Goods which would result in a change in the nature of proceeds derived from such sales.
9.4 If the Customer defaults in the performance of any obligation owed to Vizona under these terms and conditions or any other agreement under which Vizona supplies Goods/Equipment to the Customer, Vizona may enforce its security interest in any Goods/Equipment by exercising all or any of its rights under these terms and conditions or the PPSA.
9.5 The Customer agrees that legal and equitable title to any Goods/Equipment or personal property provided by Vizona in the fulfilment of Vizona’s services, is retained by Vizona until Vizona receives payment in full from the Customer for the Goods/Equipment and all other monies owing by the Customer to Vizona at any time.
9.6 If the Customer is in breach of these terms and conditions including, without limitation, failure by the Customer to make payment for the Goods/Equipment by the date specified, the Customer must return the Goods/Equipment to Vizona immediately on demand.
9.7 If the Customer does not return the Goods/Equipment to Vizona on demand, the Customer irrevocably authorises Vizona’s representatives to enter upon any site where the Goods/Equipment are located to take possession of the Goods/Equipment without prior notice, and the Customer indemnifies Vizona for all fees (including legal fees on a full indemnity basis), costs and expenses incurred or suffered as a result of any and all prosecution, actions, demands, claims or proceedings brought by or against Vizona in connection with the retaking possession of the Goods/Equipment or the exercise by Vizona of its rights under this clause, and the Customer shall repay all such fees, costs, losses,damages, expenses or any other sums of money on demand.
9.8 The Customer agrees that any repossession and retention of the Goods/Equipment pursuant to these terms and conditions or pursuant to the PPSA will only satisfy so much of the monies which may become payable to Vizona by the Customer, as is equivalent to our estimation of the market value of the Goods/Equipment as it is at the date of repossession.
9.9 The Customer may not offer, sell, dispose of, grant any option to purchase, assign, sub-let, charge, mortgage, pledge or create any form of security interest over, or otherwise deal with the Goods/Equipment in any way.
9.10 Vizona and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
9.11 The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
9.12 The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of
9.13 Unless otherwise agreed to in writing by Vizona, the Customer waives their right to receive
a verification statement in accordance with section 157 of the PPSA.
9.14 The Customer must unconditionally ratify any actions taken by Vizona under clauses 9.3 to 9.11.
9.15 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
10. Security and Charge
10.1 In consideration of Vizona agreeing to supply the Goods/Equipment, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
10.2 The Customer indemnifies Vizona from and against all Vizona’s costs and disbursements including legal costs on a solicitor and own Customer basis incurred in exercising Vizona’s rights under this clause.
10.3 The Customer irrevocably appoints Vizona and each director of Vizona as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any document on the Customer’s behalf.
11. Customer’s Disclaimer
11.1 The Customer hereby disclaims any right to rescind, or cancel any contract with Vizona or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by Vizona and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment.
12. Lighting Design and Calculations
12.1 Lighting Designs/Calculations are based upon specified parameters supplied by the customer, and other assumed design parameters, as detailed within the report. In practice, the accuracy of the values will differ due to environmental variations such as actual luminaire positioning, ground surface reflectance, supply voltage, local luminaire ambient temperature, obstacles, landscape features etc. The results are also subject to normally accepted photometric tolerances, and calculation/program uncertainties. Vizona Pty Ltd provide these calculations “AS CONCEPTS ONLY” without any representation or warranty of any kind and therefore they do not constitute a statement of conformity. Vizona Pty Ltd is under no liability to the customer for failure to attain complying figures as the responsibility for verification of compliance lies with the customer.
13. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
13.1 The Customer must inspect the Goods/Equipment on delivery and must within seven (7) days of delivery notify Vizona in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods/Equipment as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow Vizona to inspect the Goods/Equipment.
13.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
13.3 The Customer accepts and acknowledges that all finishes (including, but not limited to, painted, lacquered, plated or similar finishes) are excluded from any warranty.
13.4 Vizona acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
13.5 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded
Guarantees, Vizona makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods/Equipment.Vizona’s liability in respect of these warranties is limited to the fullest extent permitted by law.
13.6 If the Customer is a consumer within the meaning of the CCA, Vizona’s liability is limited to
the extent permitted by section 64A of Schedule 2.
13.7 If Vizona is required to replace the Goods under this clause or the CCA, but is unable to do so, Vizona may refund any money the Customer has paid for the Goods.
13.8 If the Customer is not a consumer within the meaning of the CCA, Vizona’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Customer by Vizona at Vizona’s sole discretion;
(b) limited to any warranty to which Vizona is entitled, if Vizona did not manufacture the Goods;
(c) otherwise negated absolutely.
13.9 Subject to this clause 13, returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 13.1; and
(b) Vizona has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
13.10 Notwithstanding clauses 13.1 to 13.9 but subject to the CCA, Vizona shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
(a) the Customer failing to properly maintain or store any Goods/Equipment;
(b) the Customer using the Goods/Equipment for any purpose other than that for which they
(c) the Customer continuing the use of the Goods/Equipment after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) the Customer failing to follow any instructions or guidelines provided by Vizona;
(e) fair wear and tear, any accident, or act of God.
13.11 Vizona may in its absolute discretion accept non-defective Goods for return in which case Vizona may require the Customer to pay handling fees of up to fifteen percent (15%) of the value of the returned Goods plus any freight costs.
13.12 Notwithstanding anything contained in this clause if Vizona is required by a law to accept a return then Vizona will only accept a return on the conditions imposed by that law.
14. Intellectual Property
14.1 Where Vizona has designed, drawn or developed Goods/Equipment for the Customer, then the copyright in any designs and drawings and documents shall remain the property of Vizona.
14.2 The Customer warrants that all designs, specifications or instructions given to Vizona will not cause Vizona to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Vizona against any action taken by a third party against Vizona in respect of any such infringement.
14.3 The Customer agrees that Vizona may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Vizona has created for the Customer.
14.4 Each party agrees to treat all information and ideas or designs communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party’s written consent. The parties will not copy any such information supplied, and will either return
it or destroy it (together with any copies thereof) on request of the other party.
15. Default and Consequences of Default
15.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due,until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Vizona’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
15.2 If the Customer owes Vizona any money the Customer shall indemnify Vizona from and against all costs and disbursements incurred by Vizona in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own Customer basis, Vizona’s collection agency costs, and bank dishonour fees).
15.3 Without prejudice to any other remedies Vizona may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Vizona may suspend or terminate the supply of Goods/Equipment to the Customer. Vizona will not be liable to the Customer for any loss or damage the Customer suffers because Vizona has exercised its rights under this clause.
15.4 Without prejudice to Vizona’s other remedies at law Vizona shall be entitled to cancel all or
any part of any order of the Customer which remains unfulfilled and all amounts owing to Vizona shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Vizona becomes overdue, or in Vizona’s opinion the Customer will be unable to make a payment when it falls due;
(b) the Customer 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 Customer or any asset of the Customer.
16. Compliance with Laws
16.1 It is the Customer’s sole responsibility to ensure that any product or service provided by Vizona complies with all statutes, regulations, and bylaws enforced by government, local, and other public authorities. Vizona shall not be held liable for any failure to comply with these legal requirements.
16.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Services.
16.3 The Customer 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.
17. Dispute Resolution
17.1 If a dispute arises between the parties to this contract then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer
at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:
(a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and
(b) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.
18.1 Vizona may cancel any contract to which these terms and conditions apply or cancel delivery of Goods/Equipment at any time before the Goods/Equipment are due to be delivered by giving written notice to the Customer. On giving such notice Vizona shall repay to the Customer any money paid by the Customer for the Goods/Equipment. Vizona shall not be liable for any loss or damage whatsoever arising from such cancellation.
18.2 In the event that the Customer cancels delivery of the Goods/Equipment the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Vizona as a direct result of the cancellation (including, but not limited to, any loss of profits).
18.3 Cancellation of orders for Goods/Equipment made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
19. Privacy Act 1988
19.1 The Customer agrees for Vizona to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by Vizona.
19.2 The Customer agrees that Vizona may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by the Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
(d) to assess the creditworthiness of the Customer. The Customer understands that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.
19.3 The Customer consents to Vizona being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
19.4 The Customer agrees that personal credit information provided may be used and retained by
Vizona for the following purposes (and for other purposes as shall be agreed between the Customer and Vizona or required by law from time to time):
(a) the provision of Goods/Equipment; and/or
(b) the marketing of Goods/Equipment by Vizona, its agents or distributors; and/or
(c) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods/Equipment; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
(e) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods/Equipment.
19.5 Vizona may give information about the Customer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Customer;
(b) allow the credit reporting agency to create or maintain a credit information file containing
information about the Customer.
19.6 The information given to the credit reporting agency may include:
(a) personal particulars (the Customer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number);
(b) details concerning the Customer’s application for credit or commercial credit and the amount requested;
(c) advice that Vizona is a current credit provider to the Customer;
(d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;
(e) that the Customer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
(f) information that, in the opinion of Vizona, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customer’s credit obligations);
(g) advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;
(h) that credit provided to the Customer by Vizona has been paid or otherwise discharged.
20. Unpaid Vizona’s Rights
20.1 Where the Customer has left any item with Vizona for repair, modification, exchange or for
Vizona to perform any other service in relation to the item and Vizona has not received or
been tendered the whole of any moneys owing to it by the Customer, Vizona shall have, until all moneys owing to Vizona are paid:
(a) a lien on the item; and
(b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
20.2 The lien of Vizona shall continue despite the commencement of proceedings, or judgment
for any moneys owing to Vizona having been obtained against the Customer.
21. Equipment Hire
21.1 Equipment shall at all times remain the property of Vizona and is returnable on demand by
Vizona. In the event that Equipment is not returned to Vizona in the condition in which it was delivered Vizona retains the right to charge the Customer the full cost of repairing the Equipment. In the event that Equipment is not returned at all Vizona shall have right to charge the Customer the full cost of replacing the Equipment.
21.2 The Customer shall;
(a) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor be entitled to a lien over the Equipment.
(b) not alter or make any additions to the Equipment including but without limitation altering,
make any additions to, defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment.
(c) keep the Equipment, complete with all parts and accessories, clean and in good order
as delivered, and shall comply with any maintenance schedule as advised by Vizona to the Customer.
21.3 The Customer accepts full responsibility for the safekeeping of the Equipment and the Customer agrees to insure, or self insure, Vizona’s interest in the Equipment and agrees to indemnify Vizona 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 or persons arising out of the use of the Equipment. Further the Customer will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
22.1 The failure by Vizona to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Vizona’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
22.2 These terms and conditions and any contract to which they apply shall be governed by the laws of the state of Western Australia in which Vizona has its principal place of business, and are subject to the jurisdiction of the courts in that state.
22.3 Subject to clause 12 Vizona shall be under no liability whatsoever to the Customer for any
indirect and/or consequential loss and/or expense (including loss of profit) suffered by the
Customer arising out of a breach by Vizona of these terms and conditions (alternatively Vizona’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods/Equipment hire).
22.4 The Customer shall not be entitled to set off against, or deduct from the Price, any sums
owed or claimed to be owed to the Customer by Vizona nor to withhold payment of any invoice because part of that invoice is in dispute.
22.5 Vizona may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
22.6 The Customer agrees that Vizona may amend these terms and conditions at any time. If Vizona makes a change to these terms and conditions, then that change will take effect from the date on which Vizona notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for Vizona to provide Goods/Equipment to the Customer.
22.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lockout, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
22.8 The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.
23.1 Installation Scope:
23.1.1. Vizona Pty Ltd (“Vizona”) specializes in the upgrading and supply of LED lighting for outdoor use, including sports fields and courts, street lighting, car park lighting, etc.
23.1.2. The installation scope is limited to what is outlined in the quotation provided to the client. Any additional electrical componentry required beyond the quotation shall not be included in the installation.
23.2. Reused Items:
23.2.1. In cases where existing poles and electrical cabling are used in the installation, Vizona shall not take responsibility for the condition or performance of these reused items.
23.2.2. The client acknowledges that the use of existing poles and hardware is at their own risk, and Vizona shall not be liable for any failure or risks arising from the use of these items.
23.3.1. Vizona shall not be responsible for dewatering the site during installation.
23.3.2. If dewatering is required for the installation, the associated costs shall be borne by the client and are not included in the original quote.
23.4. Engineer Certification:
23.4.1. Unless explicitly agreed upon with the client, Vizona shall not provide engineer certification for the installation. 4.2. Engineer certification, if required, shall be provided as a separate item and cost, subject to negotiation and agreement with the client.
23.5. Batch Testing of Concrete:
23.5.1. Batch testing of concrete used as a component of the installation shall not be included in the scope of work unless otherwise agreed upon with the client.
23.5.2. If batch testing is necessary, it will be treated as a separate item and cost, subject to negotiation and agreement with the client.
23.6. Poor Ground Conditions:
23.6.1. Vizona shall not provide liners for poor ground conditions as part of the standard installation.
23.6.2. In the event of poor ground conditions becoming apparent during installation, retaining liners may be applied, but only with the client’s prior agreement and at their cost.
23.7. Security Fencing, Barriers, and Traffic Management:
23.7.1. Vizona shall not provide security fencing, barriers, or traffic management unless specifically negotiated and agreed upon with the client.
23.8. Spill Removal:
23.8.1. Any removal of spill from the site is not included in the standard installation unless otherwise negotiated and agreed upon with the client.
23.9. LACHS Digging Permit Disclaimer:
23.9.1. In compliance with the new legislation enforced by the Local Aboriginal Cultural Heritage Services (LACHS) in Western Australia, the responsibility for obtaining the necessary permits for digging holes lies solely with the customer.
23.9.2. Vizona shall not be held accountable for any delays or consequences arising from the customer’s failure to obtain the required permits promptly.
23.9.3. Any costs incurred due to lost time in obtaining permits shall be borne by the client.
23.10. Delays and Change in Scope:
23.10.1. Vizona shall not be responsible for installation delays caused by circumstances outside its control, such as obtaining approvals, changes in scope requirements, or holdups due to site conditions.
23.10.2. The client acknowledges that Vizona will make reasonable efforts to complete the installation within the agreed timeline, but any delays caused by external factors shall not be attributed to Vizona’s responsibility.
23.11. Agreement and Acceptance:
23.11.1. By engaging Vizona’s installation services, the client acknowledges having read, understood, and accepted these terms and conditions in their entirety.
These terms and conditions form a binding agreement between Vizona Pty Ltd and the client, governing the installation of LED lighting products as specified herein.