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Enviro Chill
ABN 95 134 228 505
PO Box 3005
DARRA  QLD  4076
Mob: 0415 168 729
trinity.bond@envirochill.com.au
 
STANDARD TERMS AND CONDITIONS
 
  1. Application.  This Agreement will apply to any agreement or arrangement that Enviro Chill might enter into with a Customer.
 
  1. Definitions.  In this document:
 
  1. Agreement” means these Standard Terms and Conditions;
 
  1. Confidential Information" means:
 
(i)     All pricing information, business and financial information, sales and supply details, marketing strategies, customer and supplier listings, staff information, business listings, information concerning the business or customers relating to Enviro Chill;
 
(ii)    All information related to people who are currently or have previously wished to find employment with Enviro Chill and/or any third party introduced by Enviro Chill;
 
(iii)   All processes, procedures, techniques, concepts, systems, manuals, licence agreements, disclosure documents, documents, agreements, contracts, notes, file and data base structures and software relating to Enviro Chill’s products and services;
 
(iv)   Any information which, by its nature, places or potentially places Enviro Chill at an advantage over its present or future business competitors;
 
(v)    Any pricing information which, by its nature, places or potentially places Enviro Chill at a disadvantage with its present or future customers;
 
(vi)   Any information that would otherwise at law be considered secret or confidential information, whether or not marked "Confidential", but does not include information which:
 
         (A)      at the time of first disclosure by a party is or is reasonably known to be or to have been a part of the public domain;
 
         (B)      after disclosure by a party is or becomes part of the public domain otherwise than by disclosure in breach of the terms of this Agreement;
 
         (C)     was in the possession, knowledge, custody, power or control of a party prior to disclosure.
 
 
(vii)  Any information relating to a party, its members, customers, contributors or suppliers;

 
  1. Customer” means the person or entity to whom Enviro Chill has agreed to provide its products and/or services.
 
  1. Enviro Chill” means Trinopher Pty Ltd ACN 134 228 505 as Trustee for The Bond Family Trust trading as “Enviro Chill”;
 
  1. Force Majeure Event” means an event, cause or circumstance beyond a party’s reasonable control including, without limitation, any:
 
          (i)      Lightning strikes, earthquakes, floods, storms, explosions, fires or other acts of God;
 
          (ii)    Failure or lack of availability of any third party goods or services required by Enviro Chill to perform its services or obligations;
 
          (iii)    Government regulation, demand or requirement; and
 
          (iv)    Strikes, acts of war, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;
 
          (v)     Any fact not reasonably foreseen, anticipated or predicted by Enviro Chill;

 
  1. GST” means goods and services tax under A New Tax System (Goods and Services Tax) Act 1999 (Cth);
 
  1. Insolvency Event” in respect of the Customer means:
 
(i)     The Customer becomes an externally-administered body corporate for the purposes of the Corporations Act 2001 (Cth) or an external insolvency administrator is appointed to any such party under the provisions of any companies or securities legislation of another jurisdiction;
 
(ii)     A controller (as that term is defined in the Corporations Act 2001 (Cth)) or mortgagee in possession is appointed to the assets of the Customer, or any such appointment is reasonably likely;
 
(iii)    The Customer fails to comply with a statutory demand in the manner specified in section 459F of the Corporations Act 2001 (Cth), and has not made an application to set aside such demand under section 459G of the Corporations Act 2001 (Cth);
 
(iv)    The Customer is unable to pay its debts as and when they fall due.

 
  1. Relationship.  The parties acknowledge that Enviro Chill is an independent contractor and that nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership, joint venture or fiduciary relationship between Enviro Chill and the Customer.
 
  1. Term.  The term of the Agreement shall be month-to-month, unless otherwise agreed between the parties to be a longer duration.
 
  1. Fees.  The Customer will be required to pay the fees set out in the quotation or proposal provided by Enviro Chill and accepted by the Customer.
 
  1. GST. Except where this Agreement states otherwise, each amount payable by a party under this Agreement in respect of a taxable supply by the other party is expressed as a GST exclusive amount.
 
  1. Confidentiality.  The Customer agrees to maintain strict confidentiality in relation to Enviro Chill’s Confidential Information, including for a period of 3 years after the date of termination of this Agreement.
 
  1. Title.  Except for those goods which are specifically sold to the Customer, the title to all goods and other equipment remains at all times with Enviro Chill, notwithstanding the manner in which they may be attached or affixed to realty, or how long they may have been in the Customer’s control or possession.
 
  1. Intellectual Property.  The Customer agrees that the provision of goods and/or services by Enviro Chill does not constitute a transfer of any Intellectual Property in the goods and/or services (or any part thereof).
 
  1. Termination.  If the Customer does not make payment strictly as required, or breaches any other term of this Agreement, then, in addition to any other remedies Enviro Chill has at law:
 
          (a)       Enviro Chill may elect either to terminate or affirm this Agreement, and in each case, claim and recover from the Customer compensation for loss or damage suffered as a result of that breach; 
         
          (b)       Enviro Chill may charge interest on any overdue amounts at the rate of 10% pa;
 
          (c)       Enviro Chill may cease supplying goods or providing services to the Customer; and
 
          (d)       Enviro Chill may attend the business premises of the Customer, and recover possession of any goods not paid for in full and the Customer irrevocably grants to Enviro Chill and its employees and agents a licence to that extent;
 
Enviro Chill may immediately terminate the Agreement without notice if the Customer:

 
  1. Breaches of any term of this Agreement and fails to remedy the breach within 7 days of notice in writing by Enviro Chill specifying the breach and requiring the Customer to remedy it;
 
  1. Fails or refuses to take delivery of goods and/or services the subject of a quotation or purchase order, and such failure or refusal continues for a period of 7 days after Enviro Chill has notified the Customer in writing that the goods and/or services are ready for delivery or are ready to be provided;
 
  1. Experiences an Insolvency Event;
 
  1. Commits a serious or persistent breach of this Agreement;
 
  1. Any of its employees, agents or sub-contractors does an unreasonable act, or is convicted of any criminal offence, which in Enviro Chill’s reasonable opinion reflects unfavourably on it or on anyone associated with it;
 
  1. Ceases to be able to pay its debts as they become due;
 
  1. Ceases to carry on business; or
 
  1. Any step is taken to appoint a receiver, receiver and manager, trustee-in-bankruptcy, liquidator, provisional liquidator or any other like person of the whole or any part of the Customer’s assets or business.
 
  1. Disclaimer.  Enviro Chill shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, except to the extent that such liability may not lawfully be limited or excluded at law.
 
For the avoidance of doubt this extends to any directors, employees, contractors, agents,representatives, licensees or permitted assigns of Enviro Chill.
 
Enviro Chill expressly excludes liability for consequential loss ordamage which may arise in respect of the products and/or services or for loss of, or claim for, revenue, profits,actual or potential business opportunities or anticipated savings or profit, whether direct, indirect, economic,consequential howsoever arising by way of act or omission in contract or in tort. The Customer hereby agrees to release and indemnify Enviro Chill to that extent.

 
  1. Limitation of Liability.  Where Enviro Chill cannot by law exclude liability, its liability to the Customer will be limited, at its sole discretion, to, if the breach relates to goods, the replacement or repair the goods or, if the breach relates to services, the supply of those services or the payment of the cost of those services supplied again. This clause applies despite anything else contained herein or incidental to this Agreement and to the fullest extent permitted by law.
 
  1. Force Majeure.  Enviro Chill will not be liable in any way by reason of any delays or failure by it to perform its obligations under this Agreement which is caused by a Force Majeure Event.
 
  1. Fair and reasonable.  Both parties acknowledge that the terms of this Agreement are fair and reasonable.
 
  1. Guarantee.  The Customer’s director(s) or agent(s) (if a company) personally guarantee the payments to Enviro Chill of such sum or sums as may be owing to Enviro Chill by the Customer from time to time, and agree to indemnity Enviro Chill for any loss it may suffer from the non-payment by the Customer for all such goods and/or services as it may from time to time, at the Customer’s request, supply to the Customer notwithstanding that the director or agent may not have had notice of any neglect or omission on the Customer’s part to pay for such goods and/or services.
 
  1. Set off.   The Customer must not at any time set-off or deduct from any amount payable to Enviro Chill any amounts claimed by the Customer from Enviro Chill.
 
  1. Sub-contracting.  Enviro Chill may subcontract or delegate work to others but remains responsible for the agreed contract outcomes.
 
  1. Assignment.  The Customer must not transfer, assign or novate, or purport to transfer, assign or novate this Agreement. For the avoidance of doubt, a change in control of a party is a deemed assignment. 
 
Enviro Chill may at any time transfer, assign or novate any or all of its rights, privileges, interest and obligations under this Agreement to a third party.

 
  1. Variation.  The parties may agree to vary the terms of this Agreement in writing.
 
  1. Waiver.  The failure by Enviro Chill to insist on performance of any provision of this Agreement is not a waiver of its right at any later time to insist on performance of that or any other provision of this Agreement.
 
  1. Severability.  The whole or any part of any clause of this Agreement that is illegal or unenforceable will be severed from it and will not affect the continued operation of the remaining provisions.
 
  1. Notices.  A communication required by this Agreement, by a party to another, must be in writing and may be given to them by being:
 
(a)       Delivered personally; or
 
(b)       Posted to their address specified in this Agreement, or as later notified by them, in which case it will be treated as having been received on the second business day after posting; or
 
(c)       Faxed to the facsimile number  of  the  party  with  acknowledgment  of  receipt received electronically by the sender, when it will be treated as received on the day of sending; or
 
(d)       Sent by email to their email address, when it will be treated as received on that day.

 
  1. Immediate Notification.  The Customer must immediately inform Enviro Chill if:  
 
(a)     The Customer ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;
 
(b)     A receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the Customer or any of its assets;
 
(c)     The Customer enters into, or resolves to enter into, a scheme or arrangement, compromise or composition with any class of creditors; or
 
(d)     A resolution is passed or an application to a court is taken for the winding-up, dissolution, official management or administration of the Customer.

 
  1. Entire Agreement.  This Agreement contains the whole agreement between the parties, and supersedes all prior oral and written agreements, arrangements, representations, undertakings and communications.
 
  1. Dispute Resolution.  The parties agree to participate in alternative dispute resolution prior to commencing legal proceedings (the costs of which are to be borne equally) in the event that a genuine dispute arises between them.
 
  1. Governing Law.  The Agreement is governed by and construed in accordance with the laws of Queensland, and the parties agree to submit to the jurisdiction of the courts and tribunals of that State
  2.  
  3. Mise En Place Competition.  The competition prize is one week free Intelliguard demonstration, refrigeration assessment and report valued at $297.  The prize shall consist of the installation of one hub and two Intelliguard sensors at the client's premises, to be within 50km of Brisbane CBD, otherwise travel fees may apply by agreement.  EnviroChill will provide the winner with access to a temporary account for the purpose of evaluating the Intelliguard Food Safety Platform.  EnviroChill will monitor, assess and report to the winner, on the max, average and minimum temperatures of the monitored refrigeration equipment at the completion of the one week demonstration.  The equipment provided will at all times remain the property of EnviroChill and commercial rates will apply if any equipment is damaged or misplaced or other during the demonstration. The winner will sign a commercial invoice agreeing to these terms at the commencement of the demonstration. At the completion of the demonstration, the winner will allow EnviroChill clear access to remove the equipment. No further claims will be allowed..