Service Terms & Conditions

 1. Terms.   

These Terms apply to each entity (“the Customer”) who accepts a Quote or orders Goods or Services from Bells Fire Pty Ltd. (“Bells Fire”). These Terms, together with any Quote, order, and tax invoice relating to the supply of Goods or Services by Bells Fire to the Customer, constitute the entire agreement between Bells Fire and the Customer. To the extent of any inconsistency in the aforementioned documents, these Terms shall prevail.  

2. Definitions  

a. Goods means the goods that Bells Fire supplies in the course of providing the Services.  b. Fees mean Bells Fire’s fees for the supply of its Goods and Services, as set out in a Quote.  

c. Information means all information and specifications necessary for Bells  Fire to carry out the Services;  

d. Quote means a quote issued by Bells Fire to the Customer for the supply  of Goods or Services.  

e. Premises means the premises at which the Goods and Services are to be  supplied.  

f.  Services means the fire safety equipment installation services that Bells  Fire supplies in the course of its business.  

g. Standard Rates means, in relation to a type of Service, the rate for the  type of Service last published on Bells Fire’s rate card, such rate card  being available on request.  h. Terms means these standard terms and Conditions.  3. Quotes  a. A Quote is valid for thirty (30) days.  b. The Customer acknowledges that Bells Fire may amend its Quote or  provide an additional Quote if:  i. The Customer wishes to increase the scope of works  referred to in the Quote; or  ii. The information comes to Bells Fire’s attention after a  Quote has been issued, and that Information affects the  scope of the Goods and Services to be provided; or  iii. The existing base building infrastructure (including but not  limited to pipework and cabling) is inadequate for the  Services to be provided.  c. Once the Customer accepts a Quote in writing, it is deemed to have  ordered the Goods and Services set out in that Quote from Bells Fire.  d. The Customer may not cancel or revoke an acceptance of a Quote.  4. Site  The Customer must:  a. Provide Bells Fire with all known Information prior to the issue of a Quote;  b. If information becomes known to the Customer after the issue of a Quote,  provide Bells Fire with that Information as soon as possible;  c. inform Bells Fire of any presence of, or any suspicion of the presence of,  asbestos within the Premises and the building at which the Premises is  located, in particular within the fire doors; and  d. take all reasonable steps to ensure that regular site amenities are  available at the Premises for use by Bells Fire’s employees, for example,  toilet facilities; and  e. Provide safe and reasonable access to the Premises in order for Bells Fire  to supply the Goods and Services.  5. Time for supply of Services  a. Unless otherwise agreed to by Bells Fire, Bells Fire shall provide the  Services at a mutually agreed time between;   i. Weekdays 5pm to 9pm  ii. Weekends 9am to 5pm  iii. excluding public holidays (“Regular Hours”).  b. Any Services provided outside Regular Hours will incur additional  charges, as set out in clause 8.  6. Payment  a. The Customer must pay the Fees to Bells Fire for the supply of Goods and  Services within 14 days of issue of a tax invoice.  b. Bells Fire shall issue tax invoices for the Fees as follows:  i. For all Customers who order Goods or Services from Bells Fire for  the first time (“First-Time Customer”), Bells Fire shall invoice 100%  of the Fees prior to the supply of the Goods and Services; and  ii. for all Customers who are not a First-Time Customer:  1. if the Fees are under $10,000, Bells Fire shall invoice 50% of  the Fees (or as qualified in the above quotation) of the Fees  prior to procuring the materials required for the works and  the balance of the Fees monthly in arrears relative to the  work done during the relevant month;  2. if the Fees are $10,000 or more, Bells Fire shall invoice 10%  of the Fees prior to the supply of the Goods and Services  and 40% (or as qualified in the above quotation) of the Fees  prior to procuring the materials requiredfor the works and  the balance of the Fees monthly in arrears relative to the  work done during the relevant month.  c. Bells Fire need not commence the supply of the Goods and Services until  the relevant Quote has been accepted in writing and until any Fee or  charge that is to be paid upfront under clause 6(b) has been paid.  d. The Customer acknowledges that Bells Fire’s supply of the Goods and  Services is complete once Bells Fire deems it to be complete.  e. The Customer must pay interest on any amount that is due but not paid at  a rate of 18% per annum, such interest to accrue daily.  f.  Bells Fire need not provide the Customer with any Fire Safety Certificate  in relation to any Goods and Services it has provided until all monies  payable by the Customer to Bells Fire for any reason whatsoever have  been paid.  g. All amounts payable by the Customer under these Terms or in connection  with the supply of Goods or Services by Bells Fire to the Customer must  be made without deduction or equitable or other set off whatsoever and  notwithstanding any dispute in relation that supply.  7. GST  a. Any consideration or payment obligation in these Terms, any Quote or tax  invoice is exclusive of GST unless stated otherwise.  b. If a Supply made under or in connection with these Terms is a Taxable  Supply for which the consideration is a payment of money:  i. the consideration for the Supply is increased by an additional  amount equal to the amount of that consideration multiplied by  the relevant GST rate; and  ii. the additional amount under subclause (a) is payable upon receipt  of a Tax Invoice in a form which complies with the GST Law at the  time of payment.  iii. Defined terms in this clause 8 have the same meaning as in the  GST law (which includes A New Tax System (Goods and Services  Tax) Act 1999)  8. Exclusions and additional charges  (i)  (ii)  (iii)  The following services are not included in any Quote and are not  provided by Bells Fire at all:  i. relocating furniture or other items to enable safe access to ceiling mounted equipment;  ii. patching, painting and making good;  iii. removing ceiling or cornices, including for the purpose of  accessing concealed pipework or cabling;  any Service to be provided at the Premises which contains, or Bells  Fire reasonably suspects contains, asbestos.  The following services (and costs and time associated with providing  those services) are not included in any Quote unless expressly stated  (iv)  (v)  (vi)  (vii)  (viii)  (ix)  (x)  (xi)  (xii)  (xiii)  otherwise in the Quote, and may be provided by Bells Fire upon  acceptance of a varied or additional Quote for those Services:  provision of operation manuals and as-built drawings of Goods  installed on the premises;  replacing or upgrading control equipment, for example fire panels and  sprinkler control valve sets;  i.   in relation to sprinkler systems:  a. replacing defective existing pipework or equipment;  b. upsizing of base building pipework, including mains.  The following costs are not included in any Quote unless expressly  stated otherwise, and the Customer must pay Bells Fire those costs  on demand, subject to the provision of a tax invoice:  parking costs incurred by Bells Fire in supplying the Goods and  Services in the event that free parking is not available in the  immediate vicinity of the Premises;  cost of equipment hire (including scaffolding and scissor lifts) to gain  high access;  time spent in providing, and preparing for providing, Services on an  urgent basis, on 24 hours’ notice or outside the Regular Hours, such  time (including travel time) to be charged at Standard Rates;  any downtime spent in attempting to provide the Goods and Services,  including time spent by Bells Fire in attending the Premises or area  within the Premises to which Bells Fire cannot gain sufficient access  in order to supply the Goods and Services (including if an occupant is  not present at the Premises), such time (including travel time) to be  charged at Standard Rates. The applicable Standard Rate is the rate  that would have otherwise applied for the Service that was to be  provided;  charges or special rates due to the presence of asbestos, mineral fibre  and the like, as set out in the Standard Rates;  any cost incurred, or to be incurred, by Bells Fire in relation to  Homeowner’s warranty insurance specific to the supply of the Goods  and Services to the Customer.  cost of providing additional staff (over and above the industry  standard practice to safely conduct the quoted works) that may be  required by the client for the purpose of their specific in-house  protocols. We expect the client to provide such additional staff.  9. Limitation of liability and indemnity  (a) The Customer warrants that it has not relied on any warranty, condition or  representation made by Bells Fire that has not been expressly stated in  these Terms.  (b) To the extent permitted by law, except as otherwise expressly provided in  these Terms, all warranties, terms and provisions that arise in statute or  that are or may be implied are expressly excluded and shall not apply.  (c) To the extent permitted by law, Bells Fire’s liability under any claim that  the Customer has or may have against Bells Fire in relation to a Good  supplied by Bells Fire (whether that claim is based in contract, common  law or statute or otherwise, including law relating to negligence by Bells  Fire, and whether that claim is based on any implied term, condition or  warranty which has not been excluded) is limited, at the option of Bells  Fire, to:  i. the repair by Bells Fire of the Good;  ii. the replacement by Bells Fire of the Good; or  iii. the refund of the price paid by the Customer for the Good giving  rise to liability.  (d) To the extent permitted by law, Bells Fire’s liability under any claim that  the Customer has or may have against Bells Fire in relation to a Service  supplied by Bells Fire (whether that claim is based in contract, common  law or statute or otherwise, including law relating to negligence by Bells  Fire, and whether that claim is based on any implied term, condition or  warranty which has not been excluded) is limited, at the option of Bells  Fire, to:  i. the re-supply of the Services;  ii. the payment of the cost of having the Services supplied again; or  iii. a refund of the price paid by the Customer for the Service giving  rise to liability.  (e) Bells Fire shall not be liable for any economic loss, including loss of  profits or wasted expenditure, or any loss of goodwill, customer or any  incidental, special or consequential loss or damage suffered by the  Customer, including damage to property or personal injury arising from  the supply of Good, arising out of or connected to the supply of Goods by  Bells Fire.  (f) The Customer indemnifies and holds harmless Bells Fire against all  actions, claims, proceedings, costs, losses, expenses, and liabilities  suffered by Bells Fire (including debt recovery costs and legal costs on an  indemnity basis) arising from a breach by the Customer of these Terms.  (g) Bells Fire shall not be liable for any damage to a Good, or failure of a Good  to work, to the extent such damage or failure has been caused or  contributed to by:  i. an electrical surge or power outage; or  ii. a battery failure; or  iii. a typical force majeure event, including flood, earthquake,  cyclone, act of God; or  iv. an act or omission by the Customer, or any other person who is not  an officer, employee, agent or contractor of Bells Fire, after the  supply of the Good.  (h) Bells Fire shall not be liable for any failure to provide a Good or Service (or  part thereof) to the extent it has not been given reasonable access to the  Premises to supply that Good or Service.  10. Termination  (a) The Customer may terminate the entire agreement with Bells Fire on  written notice:  (b) if Bells Fire breaches any of these Terms and does not remedy that breach  within 14 days’ written notice;  i. to the extent permitted by law, if the Customer enters into any form  of external administration, including bankruptcy or liquidation.  (c) Bells Fire may terminate a Quote or the entire agreement with the  Customer on written notice:  i. if the Customer breaches any of these Terms and does not remedy  that breach within 14 days’ written notice;  ii. if the Customer indicates to Bells Fire, by act or omission, that it no  longer wishes to proceed with the supply of the Goods and  Services (including non-responsiveness);  iii. if the Customer provides insufficient information to Bells Fire to  properly carry out the Services;  iv. if the Premises (including the building in which the Premises is  located) contains asbestos or Bells Fire has a reasonable  suspicion that the Premises contains asbestos;  v. if there is no way of reasonably accessing the relevant part of the  Premises in order to supply the Goods or Services;  vi. if the Premises, including the existing base building pipework, is  inadequate for the Services to be provided;  vii. to the extent permitted by law, if the Customer enters into any form  of external administration including bankruptcy or liquidation;  viii. for any other reason on one month’s written notice.  (d) In the event that Bells Fire terminates a Quote or the entire agreement  with the Customer other than under clause 10(a)(viii), then without  limiting any other right of Bells Fire (including under clause 9(f)), the  Customer must pay Bells Fire:  i. the cost of the Goods already ordered or purchased by Bells Fire  that were to be supplied to the Customer (at the regular retail price  charged by Bells Fire for such Goods); and  ii. for the time spent by Bells Fire up to the time of termination in  providing, or preparing to provide, the supply of the Goods and  Services at the Standard Rates. The applicable Standard Rate is  the rate that would have otherwise applied for the Service that was  to be provided. Higher rates apply for termination in connection  with asbestos.  11. Security of Payment Act  The parties acknowledge that these Terms constitute a construction contract for  purposes of the Building and Construction Industry Security of Payment Act  1999 (NSW).  12. Force Majeure  (a) A party (“Affected Party”) will not be liable for delays or a failure to  perform its obligations under this Agreement where the delay or failure is  caused by any of the following events:  i. act of God or natural perils such as flood, bushfire, landslide,  earthquake or cyclone;  ii. pandemic or epidemic;  iii. war, terrorism, riot, insurrection, vandalism or sabotage;  iv. strike, lockout, ban, limitation of work or other industrial  disturbance; or  v. law, rule or regulation of any government or governmental agency,  and executive or administrative order or act of general or particular  application;  vi. which is unforeseen by; and beyond the control of the Affected  Party; and occurs without the fault or negligence of the Affected  Party (“Force Majeure Event”).  (b) The Affected Party must:  i. notify the other party in writing as soon as practical of any  anticipated delay or failure caused by a Force Majeure Event  advising of the cause of the delay and its likely duration and then  notify the other party again when the cause of delay has ceased;  and  ii. promptly and diligently act to mitigate or remove the Force  Majeure Event and its effect.  (c) The performance of the Affected Party’s obligation will be suspended for  the period that a Force Majeure Event actually and reasonably prevents  the Affected Party from performing its obligations under this Agreement.  (d) If the Affected Party is prevented from performing any of its obligations  under this Agreement due to a Force Majeure Event for a consecutive  period of 4 weeks or more, the other Party may immediately terminate this  Agreement by notice in writing.  13. Miscellaneous  (a) These Terms will be governed and construed in accordance with the laws  of New South Wales and the Customer irrevocably submits to the  exclusive jurisdiction of a competent court of New South Wales.  (b) Bells Fire does not waive a right, power or remedy if it fails to exercise or  delays in exercising the right, power or remedy. A single or partial exercise  of a right, power or remedy does not prevent another or further exercise of  that or another right, power or remedy. A waiver of a right, power or  remedy must be in writing and signed by the party giving the waiver.  (c) If any of these Terms are or later become illegal or unenforceable, the  illegal or unenforceable part of those Terms are taken to be severed from  these Terms, but all other Terms remain in place.  (d) The Customer may not assign these Terms without the prior written  consent of Bells Fire, such consent not to be unreasonably withheld.  

14. Commercial in Confidence  

This document is commercial-in-confidence. The recipient of this document  agrees to hold all information presented within as confidential and agrees not to  use or disclose or allow the use or disclosure of the said information to  unauthorised parties, directly or indirectly, irrespective of the acceptance or  rejection of the presentation or at any time before, during or after an agreement  has been reached, without prior written consent.