MORRISON AIRCONDITIONING PTY LTD - TERMS AND CONDITIONS 

All contracts made between Morrison Airconditioning Pty Ltd ABN 19 148 876 and the Customer relating to the Goods and Services are subject to the following Terms. The Customer will be taken to have accepted these Terms if it places an order, accepts or pays for any Goods and Services from Morrison.


1. Definitions
In these Terms, unless the context otherwise requires:
(a) ÒACLÓ means the Australian Consumer Law contained within the Competition and Consumer Act 2010 (CÕth);
(b) ÒCustomerÓ means the person or entity placing the Order, or on whose behalf the Order is placed, with Morrison, and if there is more than one such person, is a reference to each person jointly and severally;
(c) ÒGoodsÓ means the heating, ventilation and /or air-conditioning related goods specified in an Order;
(d) ÒGSTÓ means any tax imposed on the supply of any goods, services, real or personal property or other things or similar tax under the GST Law as defined in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999, as affected or interpreted by any other applicable legislation and any public or private ruling of the Commissioner of Taxation, as at that time;
(e) ÒOrderÓ includes any order and/or engagement for the supply of Goods and/or the Services;
(f) ÒPPSAÓ means the Personal Property Securities Act 2009 (CÕth);
(g) ÒPartyÓ means either Morrison or the Customer, and ÒPartiesÓ means both of them;
(h) ÒPrivacy ActÓ means the Privacy Act 1988 (Cth);
(i) ÒServicesÓ means all of the services and operations (including without limitation, cartage, transport, storage, delivery, installation and equipment maintenance and service) that Morrison is engaged to undertake hereunder in any capacity for the Customer in respect of the Goods or any other equipment; 
(j) ÒSiteÓ means the CustomerÕs site for installation of Goods;
(k) ÒMorrisonÓ means Morrison Airconditioning Pty Ltd ABN 19 148 876 706; and
(l) ÒTermsÓ means these terms and conditions.

2. Quotations
The Customer agrees that:
(a) A formal quotation (ÒquoteÓ) must be in writing unless otherwise agreed by Morrison. Morrison is under no obligation to accept any Order notwithstanding the prior provision of a quote;
(b) Morrison shall not be bound by any quote if an order is placed outside the period of the quote's validity noted thereon (30 days from the date of the quote unless noted otherwise); 
(c) prior to receipt of any Order Morrison may withdraw or amend a quote; 
(d) Quotes for labour assume uninterrupted access to the Site.  Unforeseen circumstances such as restricted access or delays may impact costs and potentially result in variations. In addition, work required to be performed outside normal business hours may be charged at higher rates; and
(e) any advice, representation or information provided by Morrison to the Customer (whether in a quote or otherwise) is provided in reliance upon the information and particulars provided by the Customer and, to the extent permissible at law, Morrison will not be liable in tort, contract, statute or otherwise howsoever if any quote, advice, representation or information is incorrect on account of its reliance on such information and particulars.

3. Orders and application of these Terms
(a) An Order can be made by the Customer in writing, orally, or e-mail or other electronic transmission and will be deemed accepted when the Customer receives an acknowledgment in writing of MorrisonÕs acceptance of the Order.
(b) The Customer acknowledges that particulars of Goods such as photographs, drawings, illustrations, specifications, including those accompanying a quote, may be approximate and subject to alteration.  Morrison will endeavour to provide reasonable notice of any alterations that may be material, if and when it becomes aware of same.  Any performance information and data provided by Morrison or the manufacturer of Goods is an estimate only and should be construed accordingly. 
(c) These Terms apply to every Order unless otherwise agreed in writing by Morrison. The Customer will be taken to have accepted these Terms if it places an Order or accepts or pays for any Services from Morrison.
(d) Morrison may set specific terms from time to time in relation to Orders such as, without limitation, a requirement that the Customer pay a deposit, pay in instalments or make full pre-payment in relation to an Order, even if Morrison has on a previous occasion agreed to extend the Customer credit.

4. Provision of information by Customer
The Customer must. as soon as practicable after placing an Order, provide Morrison with all additional information required by it to provide the Services. The Customer warrants the accuracy of all the information it provides to Morrison and acknowledges that Morrison will not be liable for any loss or damage in respect of any inaccuracy or a failure by the Customer to provide adequate information.

5. Variation and Cancellation of an Order
Any variation or cancellation of any Order dealing or arrangement must be on terms agreed in writing by Morrison and terms which indemnifies Morrison for any loss as a result of such variation or cancellation.

6. Charges and payment 
The Customer agrees:
(a) Any discount offered by Morrison is at its complete discretion and will only be available provided the Customer is not in breach of any part of these Terms. 
(b) Rates and charges are stated in, and payment must be made in, Australian dollars.
(c) Notwithstanding any other provision of these Terms, nothing will prevent Morrison from amending an invoice at any time where it determines an error or omission exists.
(d) Payments are to be made to Morrison by the Customer without deduction or set-off of any kind either (at MorrisonÕs election) through electronic means at the point of delivery (whether with or without a deposit having been paid by the Customer) or within 7 days of date of MorrisonÕs invoice (as specified on the invoice) unless otherwise agreed in writing by Morrison.  
(e) The Customer must pay to Morrison any amount (ÒGST AmountÓ) which is payable by Morrison on account of GST as a consequence of any supply made or deemed to be made in connection with these Terms.  The GST Amount must be calculated by multiplying the amount on which the GST is calculated by the prevailing rate of GST.  The Customer must pay any GST Amount at the same time and in the same manner as making payment of any consideration on which the GST Amount is calculated. 
(f) Morrison may apply a payment received from the Customer to any amount owing by the Customer (including part payment of an invoice, administration, collection and other costs) in any Order.
(g) Morrison may require the Customer to pay a credit card surcharge (in addition to any payment) of up to 2% plus GST of the payment amount where the Customer pays by credit card. 
(h) The Customer must on demand pay Morrison interest on overdue accounts at a rate of 12% per annum calculated daily. 

7. Delivery of Goods
(a) Goods may be delivered to the Customer in separate instalments where necessary or convenient for Morrison to do so.  Where separately invoiced, the Goods the subject of those instalments shall be paid for without regard to the delivery of subsequent instalments. A part delivery of an Order shall not invalidate the balance of the Order. 
(b) Delivery dates provided by Morrison are estimates only.  While Morrison shall use reasonable endeavours to meet agreed delivery dates, it shall not be liable for any loss or damage should it be delayed from doing so due to any cause beyond its reasonable control.  Delivery dates are not treated as an essential condition of the sale of the Goods.  The Customer shall not seek to vary the delivery date(s) for Goods without MorrisonÕs prior written consent.  Morrison may agree to such variations subject to conditions such as the imposition of weekly storage charges to cover its reasonable costs of storing the Goods. 
(c) The Customer authorises Morrison to deliver the Goods to the address nominated to Morrison by the Customer for that purpose (typically, but not always the Site). The Customer must take delivery by receiving (or, in some cases, collecting) the Goods whenever they are tendered for delivery.  If the Customer is not able to take delivery of the Goods as arranged, Morrison may charge a reasonable fee for storage and/or redelivery. 
(d) Subject to clause 7(e), Morrison will be deemed to have delivered the Goods in accordance with these Terms if at that address it obtains from any person a receipt or signed delivery docket for the Goods whether in writing, electronic form, or otherwise. 
(e) If the nominated place of delivery is unattended or if delivery cannot otherwise be effected by Morrison, Morrison may, at its option, store the Goods.  If the Goods are deposited, the deposit shall be deemed to be due delivery.  If the Goods are stored by Morrison, then the Customer must pay and indemnify Morrison for all costs and expenses incurred for such storage, and Morrison will be at liberty to re-deliver the Goods from the place of storage at the CustomerÕs expense.
(f)  The Customer shall inspect all Goods supplied on delivery.  Without limiting any other provision hereunder, to the full extent permitted by law, Morrison shall not be liable for shortages or damages in delivery unless the Customer submits a written claim detailing the units involved and their relevant serial numbers (where applicable) to Morrison within 7 days of the receipt of delivery.  The Customer must notify Morrison of any evident defects or damage, shortage in quantity or failure to comply with descriptions or quotes as soon as possible. 

8. Risk of damage etc
(a) Risk of damage to or loss of the Goods shall pass to the Customer on their delivery to the Customer.  In the event any Goods are damaged or destroyed following delivery to the Customer, but before title transfers to the Customer (in accordance with these Terms) Morrison shall be entitled to receive all insurance proceeds payable in respect of the Goods. 
(b) To the extent permissible at law, Morrison shall not be liable for any damage to the site (including pathways, driveways, gardens, concreted, paved or grassed areas) unless caused by MorrisonÕs recklessness or negligence. 
(c) Where Morrison provides replacement parts in the context of the Services, to the extent permitted at law, it shall have no liability in respect of the parts that it has not replaced.  

9. Provision of Services
(a)  Morrison will take reasonable steps to ensure that the Services are provided on or as close as possible to the commencement date specified in an Order or otherwise agreed to in writing between the Parties. 
(b) If and to the extent that the Services involve the provision of advice, recommendations and information, Morrison will do so in good faith, but to the extent permitted at law, disclaims any liability in respect of same. 

10. Compliance with laws 
(a) Morrison and the Customer must comply with all applicable laws and regulations pertaining to the Services.  Morrison must ensure that all Services provided, and the results of any work performed as part thereof, adhere to any applicable Australian standards. 
(b) The Customer shall ensure that the Site (if it is any building or construction site) complies with all occupational health and safety laws relating thereto. 
(c) The Customer shall obtain (at its own expense) all permits, licences and approvals that may be required for the Services.

11. Installation
(a) The Customer must ensure that Morrison has clear and free access to the Site at all relevant times to enable it to perform the Services. 
(b) The Customer acknowledges that it is its responsibility to provide Morrison, while at the site, with adequate access to available water, toilet and washing facilities at the site, to supply adequate power and lighting and to ensure the supervision and safety of all children and animals at the Site. 
(c) The Customer warrants to Morrison that;
(i.) any structure to which Goods are to be affixed is able to withstand their installation; and
(ii.) all electrical connections (such as meter boxes, cables, main switches, circuit breakers) are of suitable capacity to handle the Goods. 
(d) The Customer acknowledges that where the Customer has supplied goods/equipment to Morrison to be installed or for it to otherwise to provide the Services, as between Morrison and the Customer, the Customer  solely accepts responsibility for any defects, faults, lack of suitability or quality problems. 
(e) The Customer must notify Morrison of the precise location of any underground services on the site and clearly mark the same. This includes electrical, gas, sewer and pumping services, sewer sludge mains, water mains, irrigation pipes, fibre optic cables, telephone cables.  Morrison will use reasonable care to avoid causing damage to any of these, but, without limiting any other provision of these Terms, the Customer agrees that it must indemnify Morrison in respect of any liability, damage, costs and fines that may result from the Customer failing to adequately identify and notify Morrison of those services etc. 
(f) The Customer may, in consultation with Morrison, determine the final location of wall, window or floor units, as well as the  location of condensing units but if the Customer requests a unit not to be located adjacent to an external wall, underground piping may be required and a require a variation to the fees charged. 
(g) Morrison shall not be liable for any costs associated with relocating external units following complaints from neighbours or local authorities, and it is the CustomerÕs responsibility to check manufacturerÕs specifications for Goods to ensure that they are unlikely to attract such complaints when in operation. 
(h) The Customer must take reasonable precautions to protect any materials and articles for use in providing the Services from destruction, damage or theft. 

12. Delays
The Customer acknowledges that the commencement date for the provision of the Services may be delayed and completion date may be extended by whatever time is reasonable or is otherwise agreed if an event beyond the reasonable control of Morrison occurs, such as the Customer failing to make a selection relating to Goods, to have its Site prepared and ready to receive the Services/ Goods or its failure to notify Morrison of such readiness.
13. Retention of title
(a) Morrison shall retain all title to Goods it supplies until the total amount due in respect of the Goods and all monies owing to it have been paid in full by the Customer and received by Morrison.
(b) The Customer agrees that until title to the Goods passes to the Customer in accordance with clause 13(a);
(i.) the Customer shall take custody of the Goods as trustee, fiduciary agent and bailee of the Goods for Morrison and must return them to Morrison on request;
(ii.) the Customer will hold the benefit of its insurance of the Goods on trust for Morrison and shall pay the proceeds of any insurance in the event of Goods being lost, damaged or destroyed;
(iii.) 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 it does, it must hold the proceeds of any such act on trust for Morrison and pay or deliver the proceeds on demand to Morrison;
(iv.) the Customer must not charge or grant any encumbrance over the Goods while they remain the property of Morrison; 
(v.) the Customer must not convert or process the Goods or intermix them with other goods, but if it does, it holds the resulting product on trust for the benefit of Morrison and must sell, dispose of or return the resulting product to Morrison as it so directs; 
(vi.) the Customer authorises Morrison or its representatives to enter any premises where the Goods are kept and recover them; and
(vii.) Morrison may commence proceedings to recover the price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer. 

14. Personal Property Securities Act 2009
(a) The Customer acknowledges that these Terms constitute a security agreement for the purposes of section 20 of the PPSA and that a security interest exists in all goods (and their proceeds) previously supplied by Morrison to the Customer (if any) and in all future goods (and their proceeds).
(b) The Customer must execute documents and do such further acts as may be required by Morrison to register the security interest granted to it under these Terms under the PPSA.
(c) Morrison is not required to give any notice to the Customer or any other person (including a verification statement) unless the notice is required to be given by the PPSA and cannot be excluded.
(d) Without limiting clause 14(c) the Customer:
(i.) and Morrison agree pursuant to section 115 of the PPSA that sections 125, 142 and 143 of the PPSA do not apply to these Terms; and
(ii.) pursuant to section 115 of the PPSA, waives its right to receive any notice, details or other document from Morrison under sections 95, 121(4), 130, 135, 132(3)(d) and 132(4) of the PSA.
(e) The Customer must not register a security interest against Morrison without first providing Morrison with 7 days prior written notice. 
(f) The Parties agree that they will not disclose information of the kind noted in section 275(1) of the PPSA, except in circumstances required by sections 275(7) (b) to (e). The Customer agrees that it will only authorise the disclosure of information under section 275(7)(c), or request information under section 275(7)(d), where Morrison has provided its prior consent in writing.
(g) Nothing in clause 14(f) will prevent Morrison making any disclosure it believes is necessary in order to comply with its other obligations under the PPSA or pursuant to law. 

15. Warranty and liability of Morrison
(a) The Parties acknowledge that there are certain statutory implied guarantees and warranties including under the ACL in respect of the Goods and Services.  Nothing in these Terms purports to modify or exclude any non-excludable statutory guarantees and warranties. This includes any mandatory warranties on services that may be provided under building laws and regulations. 
(b) Except as expressly provided herein and to the extent permitted by law, and unless Morrison provides any other additional or different written warranty in relation to the Goods or Services, the warranties that apply in relation to the Goods will be those of, and those provided by the manufacturer of the Goods (and not Morrison), who will have the primarily liability to address any warranty claims in respect thereof.
(c) Except as expressly provided herein and to the extent permitted by law, and unless Morrison provides any other written warranty, Morrison shall not be under any liability, whether in contract, tort (excluding negligence) or otherwise in respect of defects in Goods delivered or for any injury, damage or loss arising from such defects or from any work done in connection therewith (including the Services) except to the extent that the ACL, or any other statue applicable to these Terms, prevent the exclusion, restriction or modification of such terms and conditions

16. Force Majeure 
Each Party will be released from its obligations under these Terms to the extent that performance of the Services is delayed, hindered or prevented due to any event or circumstance beyond the reasonable control of the respective Party and whether foreseeable or not including, without limitation, weather, industrial action, breakdowns and accidents. 

17. Default and consequence
Without prejudice to any other rights or remedy Morrison may have, if at any time the Customer is in breach of any obligation (including one relating to payment) under these Terms Morrison may suspend or terminate the supply of Goods or Services to the customer. To the extent permitted at law, Morrison will not be liable for any or loss or damage that the Customer may suffer if Morrison exercises its rights hereunder. 

18. Insolvency:
If a Party commits or is involved in any act of insolvency (including, without limitation, bankruptcy, liquidation, receivership, administration or the like) it will be deemed in default under these Terms.

19. Unpaid sellerÕs rights
If the Customer leaves any item with Morrison for repair modification or for Morrison to perform any other service in relation to it, and the Customer has not paid Morrison all moneys owing to it hereunder, Morrison shall have, until such moneys have been paid, a lien on the item and a right to retain or sell the item in accordance with legislation applicable to the dale or disposal of uncollected goods. 

20. Privacy disclosure and consent 
The Customer authorises Morrison to:
(a) collect, use and disclose personal information of or relating to the Customer in accordance with the Privacy Act; and
(b) obtain credit information about its personal, consumer and commercial credit worthiness from any bank or trade referee disclosed in any an application for commercial credit with Morrison completed by it and provided to Morrison and from any other credit provider or credit reporting agency for the purpose of assessing its application, or in connection with any guarantee given by the Customer.

21. Limitation of Liability
(a) Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy conferred on the Customer by the ACL, including without limitation, provisions relating to unfair contract terms, or any other applicable law insofar as they cannot be excluded, restricted or modified by agreement. 
(b) All:
(i.) warranties, representations, descriptions, guarantees or conditions, whether they are express or implied by law, trade, custom or otherwise; and
(ii.) specific conditions, even though such conditions may be known to Morrison;
are to the fullest extent expressly excluded subject always to clause 21(a).
(c) Without limiting and subject to clause 15, MorrisonÕs liability for breach of a guarantee conferred by the ACL (other than those conferred by sections 51 to 53 of the ACL) is limited: 
(iii.) in the case of goods, to any one of the following as determined by the Supplier:
* the replacement of the goods or the supply of equivalent goods;
* the repair of the goods;
* the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and
(iv.) in the case of services, to any one of the following as determined by the Supplier: 
* the supplying of the services again; or
* the payment of the cost of having the services supplied again.

22. No other warranties, representations etc.
Except as expressly set out in these Terms or a Contract, no other term, condition, agreement, warranty, representation or understanding whether express or implied in any way extending to or otherwise relating to or binding upon Morrison is made or given except where done so in writing and signed by an authorised officer of Morrison.

23. No Consequential Loss
To the extent permissible at law, neither Party will be liable to the other or any other person for consequential loss howsoever caused.  For the purpose of this clause Òconsequential lossÓ means loss of revenue, loss of profit, loss of anticipated savings or business, loss of opportunity (including opportunity to enter into or complete arrangements with third parties), loss of data or goodwill, loss of reputation, or any indirect or consequential loss, whether arising in contract, tort (including negligence) or otherwise, in connection with this these Terms.

24. Dispute resolution 
(a) A Party claiming that a dispute, controversy or claim (ÒDisputeÓ) has arisen must notify the other Party in writing giving details of the Dispute (ÒNoticeÓ).
(b) The Parties must negotiate in good faith to settle, as soon as possible, any Dispute after Notice has been given.
(c) If the Parties are unable to resolve the Dispute within	20 days of the Notice referred to in clause (a), the Parties must appoint a mediator or refer the Dispute to a mediator nominated by the chairperson of the Resolution Institute (ACN 008 651 232) or the chairpersonÕs nominee.
(d) Unless the Parties otherwise agree, any mediation will take place in Melbourne, Australia in accordance with any mediation rules or guidelines of the Resolution InstituteÕs Mediation Rules then in force.
(e) The Parties will share equally the mediatorÕs fees and disbursements and all other costs of the mediations. Otherwise, each Party will meet its own costs of and in connection with the mediation.
(f) Nothing in this clause prevents a Party to the agreement from seeking urgent injunctive relief or similar interim relief from a court.
(g) This clause will remain operative after the agreement has been performed and despite its termination.

25. Entire Agreement
(a) These Terms constitute the entire agreement between Morrison and the Customer with respect to the Order. All prior negotiations, proposals, previous dealings, correspondence, trade custom and/or trade usage are superseded by and will not affect the interpretation of these Terms.
(b) Any terms and/or conditions sought to be imposed by the Customer upon Morrison will not apply unless expressly agreed in writing by Morrison as overriding or replacing these Terms.

26. General
(a) Notices: Any notice under these Terms must be in writing, and may be delivered, emailed or posted to a Party at their address or email address last notified by them to the other Party.  A Party may change its physical address or email address for notices by notifying the other Party.
(b) Subcontractors: Morrison is permitted to use subcontractors to perform some or all of the Services. Morrison shall be responsible for the work of any of its subcontractors.  Any work undertaken by any subcontractor must be undertake to the same standard as stated in these Terms. 
(c) Alterations to these Terms: Morrison may, at any time and from time by providing reasonable written notice to the Customer, alter these Terms, which alterations will only apply to Orders placed after the date of the amendment. 
(d) Waiver: If a Party elects not to exercise any rights arising as a result of breach of these Terms, it will not constitute a waiver of any rights relating to any subsequent or other breach.
(e) No Merger: Termination of these Terms will not end those provisions of these Terms that are capable of surviving termination.
(f) Severability: If a provision of these Terms would but for this clause, be unenforceable, that provision must be read down to that extent necessary to avoid that result and if that provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of these Terms.
(g) Set-Off: Morrison will be entitled to set off against any money owing to the Customer amounts owed to Morrison by the Customer on any account whatsoever. However the Customer may not set off any amounts owing by Morrison to it against any amount due by it to Morrison. 
(h) Jurisdiction: These Terms are governed by the law in force in the State of Victoria and the Parties submit to the non-exclusive jurisdiction of the appropriate Courts in or nearest Melbourne in that State. 




Last update November 2024






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