These Terms & Conditions govern the terms of our engagement and the provision of goods and services from Bendigo Voice & Data and / or BVD Workplace Safety ("BVD", "us" or "we") to you (“the client”, “you” or “your”) the business, firm, organization and its affiliates or partners. Unless we agree otherwise, your continued instructions and engagement of us will amount to your acceptance of the Terms and Conditions for this engagement and for future engagements.  

1. Incorporation

1.1 These conditions govern every contract for the sale of Goods and/or the provision of Services by Bendigo Voice and Data or BVD Workplace Safety to the Customer, constituting all the Terms and Conditions agreed between them to the exclusion of all other Terms and Conditions.

1.2 No variation to these Conditions, whether put forward in the Customer’s purchase order or otherwise, shall bind BVD unless agreed to in writing by both parties to these Terms and Conditions.

1.3 These Terms and Conditions supersede any Terms and Conditions which have previously governed contracts for the sale of goods and services by BVD to the Customer.

2. Payment

2.1 The terms of payment to BVD within 7 days from receipt of invoice. BVD may extend its payment terms, but this shall be at the sole discretion of BVD.

2.2 BVD reserves the right to:
          (a) request deposit on materials prior to commencement of works;
          (b) implement progress payment for work extending over more than one month, or where otherwise agreed to in writing with the Customer;
          (c) implement progress payments for multistage works and / or works that are ongoing such as new builds or renovations; and
          (d) demand balance of payment on completion of works unless otherwise stated.

2.3 The matters raised at clause 2.2 of these Terms and Conditions shall be exercised at the sole discretion of the BVD.

2.4 Failure to pay BVD’s accounts within agreed credit terms or terms of payment will constitute a substantial breach of these Terms and Conditions and shall automatically result in a stop credit and which shall not be recommenced until all outstanding payments owing to BVD are received for all amounts outstanding beyond agreed credit terms.

2.5 All invoices must be paid within our agreed trading terms. Interest will be charged at 10% on all overdue accounts and late invoice payments that have exceeded our agreed trading terms. Interest is charged on the 1st of the month. You otherwise agree to indemnify BVD for all costs incurred pursuing overdue payments.

3. Disputes

3.1 In the event that any part of an invoice is disputed the amount not in dispute will be paid promptly in accordance with the payment terms. Thereafter, the parties agree to use their best endeavours to promptly resolve any dispute of difference between them and the BVD may, at its sole discretion, require the Customer to participate in mediation to be conducted by a suitably qualified mediator.

3.2 The Customer must advise the BVD of any dispute relating to their invoice within 7 days of receiving the invoice and if no such dispute notification is provided the Customer waives any rights to dispute BVD’s invoice.

4. Quotations and Prices

4.1 Any quotation given by BVD is a mere invitation to treat and does not constitute a contractual offer. All quotations hold for 28 days after issue; however, BVD may withdraw or vary a quotation at any time.

4.2 Prices included in the quotation are based on the specification, drawings, and / or requests by the Customer. Should the specification or Customer’s request change, then BVD reserves the right to vary the quotation price.

4.3 All quoted prices are exclusive of GST unless otherwise stated.

5. Delivery

5.1 The times quoted for delivery are estimates only and BVD accepts no liability for failure or delay in delivery of goods. The Customer is not relieved of any obligation to accept or otherwise make payment for goods by reason of any delay in delivery. Goods may be delivered by instalments at the sole discretion of BVD.

5.2 Risk in the goods passes on delivery to the Customer.

5.3 The Customer shall indemnify BVD with respect to any alleged loss or damage claimed by the Customer in relation to the goods or services provided by BVD upon acceptance of the goods or services.

5.4 In the event of a breach of these Terms and Conditions by the Customer, the Customer must return any goods, services, or equipment belonging to BVD within 3 days of receiving notification of the breach if the breach remains unremedied and must return any goods, services, or equipment belonging to BVD in the same condition it was in when it was delivered to the Customer, save for fair wear and tear, and must be fully operation without the need for replacement, repair, alteration, or improvement.

6. Retention of Title

6.1 All goods and equipment supplied and installed by BVD remains the property of BVD until all monies outstanding or otherwise owing to BVD in connection with the goods and services provided or otherwise pursuant to these Terms and Conditions have been paid.

6.2 In the event of a default by the Customer, then without prejudice to any other rights which BVD may have at law or under this contract:
          (a) The Customer must return any goods, services, or equipment belonging to BVD within 3 days of receiving notification of the termination of these Terms and Conditions as a result of the Customer’s breach;
          (b) Should the Customer fail or otherwise refuse to return the goods, services, or equipment, BVD or its agents may without notice to the Customer enter the Customer’s premises or any premises under the control of the Customer for the purposes of recovering the goods;
          (c) The Customer indemnifies BVD for any losses arising from BVD exercising its rights pursuant to this clause; and
          (d) BVD may otherwise recover and resell the goods.

7. Retention Money

7.1 Unless otherwise provided in writing and agreed between BVD and the Customer, the Customer shall not be entitled to retain any part of the purchase price by way of retention monies to guarantee satisfactory operation of the equipment, goods, or services supplied and / or installed by BVD.

8. Warranties

8.1 BVD’s liability in respect of a breach of a consumer guarantee for any Goods not of a kind ordinarily acquired for personal, domestic, or household use is limited, to the extent permissible by law and at BVD’s option:
          (a) In relation to the goods:
               i. The replacement of the products or the supply of equivalent products.
               ii. The repair of the products.
               iii. The payment of the cost of replacing the products or of acquiring equivalent products; or
               iv. The payment of the cost of having the products repaired.
          (b) In relation to the services:
               i. The supply of the services again; or
               ii. The payment of the cost of having the services supplied again.

8.2 To the extent permitted by law, all other warranties whether implied or otherwise, not set out in these Terms and Conditions are excluded and BVD is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:
          (a) Any increased costs or expenses.
          (b) Any loss of profit, revenue, business, contracts, or anticipated savings.
          (c) Any loss or expense resulting from a claim by a third party; or
          (d) Any special, indirect, liquidated damages, or consequential loss or damage of any nature whatsoever caused by BVD’s failure to complete or delay in completing the order to deliver the Goods.

8.3 Any claims to be made against BVD for short delivery of Goods must be lodged with BVD in writing within 48 hours of the delivery date.

8.4 Products sold and installed by BVD come with a standard manufacturer's warranty. Specific warranty terms are set by manufacturers and are available on individual manufacturers' websites or by request from BVD. It is the responsibility of the customer to familiarise themselves with manufacturer warranty terms and conditions and to register their warranty. BVD will not accept any responsibility for any warranty claim declined by the manufacturer for any reason, and costs of repairs or call-out charges may be charged to the customer. Systems installed by BVD contain items from numerous manufacturers and warranty terms may vary on each item. Travel to the site is not covered by any warranty.

9. Indemnity

9.1 To the full extent permitted by law, the Customer will indemnify BVD and keep BVD indemnified from and against any liability and any loss or damage BVD may sustain, as a result of any breach, act, or omission, arising directly or indirectly from or in connection with any breach of any of these Terms and Conditions by the Customer or its representatives.

10. Exclusions

10.1 The price agreed herein does not include any expense covering damage arising from hidden or unknown contingencies found at the job site which were not reasonably foreseeable to BVD, including, but not limited to, faults or deteriorations of the building structure, pre-existing conditions of the site, heritage or preservation orders, finding of hazardous substances and the like, unless specifically noted in the tender price.

11. Building and Construction Industry Security of Payment Act 2002 (Vic)

11.1 The parties agree that where appropriate the parties may rely upon the provisions of the Building and Construction Industry Security of Payment Act 2002 (Vic) and the legislative provisions contained therein.

12. Force Majeure

12.1 Neither party will be liable for failure to perform, or delay in performing, an obligation if failure or delay arose from a cause beyond its reasonable control. Delays due to force majeure do not relieve you from obligation to pay for services provided.  

13. Director’s Guarantee

13.1 Where the Customer is a corporation within the meaning of the Corporations Act 2001 (Cth), the Customer’s directors or appointed agents shall guarantee the due performance of the Customer’s obligations to BVD pursuant to this agreement.

13.2 The guarantors, in consideration of the customer having entered into this agreement, jointly and severally guarantee to BVD:
          (a) the due and punctual payment of all monies owing or remaining unpaid to BVD;
          (b) that the customer shall otherwise perform all its obligations pursuant to this agreement;
          (c) agrees to pay on demand any amount which BVD is entitled to recover from the customer under this agreement;
          (d) indemnifies BVD against all liabilities and claims resulting from BVD having entered into this agreement whether from the customer’s failure to perform its obligations or from this agreement becoming unenforceable against the customer.

13.3 If any of the Customer’s obligations are unenforceable against the Customer, then this clause is to operate as a separate indemnity, and the guarantors indemnify BVD against liabilities and loss resulting from BVD’s inability to enforce performance of those obligations, and the guarantors must pay BVD the amount of the liability and loss resulting from the unenforceability.

13.4 The guarantors charge their interest in any land now or hereafter owned by them for all amounts guaranteed to BVD pursuant to this agreement.

14. General

14.1 These Terms and Conditions are to be construed in accordance with the laws from time to time in the State of Victoria and the Commonwealth of Australia.

14.2 These Terms and Conditions contain all of the Terms and Conditions of the contract between the parties and may only be varied by agreement in writing between the parties.

14.3 Any conditions found to be void, unenforceable, or illegal may, to that extent, be severed from these Terms and Conditions.

14.4 No waiver of any of these Terms and Conditions or failure to exercise a right or remedy by BVD will be considered to imply or constitute a further waiver by BVD of the same or any other term, condition, right, or remedy.