1. Entire Agreement
1.1 These Terms and Conditions, any proposal or tender document and the order you place with us constitute the entire agreement between us and cannot be varied except in writing signed by both parties. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express or implied, verbal or written, between the parties other than as expressly set forth in these documents.
1.2 In the case of any conflict between the Terms and Conditions any proposal or tender document and the order, the proposed tender document shall prevail.
2. Ordering Goods
2.1 When placing an order with UPS Solutions it must be accompanied by a signed written order. All verbal orders whether made in person or by telephone must be confirmed in writing.
2.2 You acknowledge and agree that where goods have been specified in a tender or recommended by any person advising you about the selection of the goods, or you order goods from UPS Solutions on-line without consulting us about your purchase, UPS Solutions is not liable for any loss or damage you suffer where the goods do not perform effectively in the environment in which they have been installed or fail to operate properly in conjunction with other software and/or hardware you have installed.
3.1 The price of the goods is stated in the order and unless otherwise specified includes all costs including but not limited to the following:
• all taxes, levies and duties;
• all labelling and packaging charges;
• all charges for packaging, shipping, carriage, freight and delivery to and off- loading of the goods to the Delivery Address; and
• all insurance costs.
4.1 All delivery times given by UPS Solutions will be between the hours of 9:00am and 5:00pm (unless otherwise agreed in writing with a representative of UPS Solutions). UPS Solutions does not guarantee next day delivery.
4.2 Any time or date for delivery given by UPS Solutions is intended as an estimate only. UPS Solutions not responsible for the consequences of delay or non-delivery, however arising. If you cancel the order or orders as a result of delay in delivery outside the reasonable control of UPS Solutions, UPS Solutions reserves the right to charge a cancellation fee of between 20% and 85% of the original invoice price depending upon the type and cost of the equipment ordered.
4.3 In the event that UPS Solutions delivers goods to you and you are not available to receive the goods, UPS Solutions reserves the right to charge additional fees for all costs incurred as a result of having to deliver the goods on another day suitable to you and to UPS Solutions.
4.4 All delivery and freight charges are based on information provided by you and UPS Solutions reserves the right to charge additional fees for all costs incurred as a result of incomplete or inaccurate information provided by you to UPS Solutions.
4.5 It is your responsibility to inform UPS Solutions of any stairs, height restrictions or any obstacles to the delivery point in writing prior to delivery. UPS Solutions is not responsible for the consequences of delay, non- delivery or damage as a result of any failure to inform UPS Solutions of any obstacles to the delivery point in writing prior to delivery. UPS Solution reserves the right to charge additional fees for the costs incurred as a result of any obstacle to a delivery point.
4.6 Where UPS Solutions delivers the goods to your premises and you fail or refuse to take delivery of the goods or is otherwise in breach of your obligations under this contract, UPS Solutions may terminate this contract by written notice to you and sue you for damages. Thereafter any deposit paid or payable by you to UPS Solutions shall be forfeited to UPS Solutions. Both parties acknowledge that UPS Solutions shall be entitled to claim damages from you an amount equal between 20% and 85% of the original invoice price depending upon the type and cost of the equipment ordered less any deposit forfeited.
5.1 Claims for breakage during transit may be lodged within 7 days of receipt of goods only if the goods were checked on arrival and signed for as damaged, on the consignment note or UPS Partners delivery note. You must accept all liability for goods once signed for “in good condition” on the courier consignment note (P.O.D document.), or on a UPS Solutions Delivery Note.
5.2 Your risk in relation to damage to goods ordered by you commences once the goods leave our premises and we are not liable for any loss, deterioration or damage in transit. UPS Solutions offers three options to mitigate against the risk of loss or damage to the goods whilst in transit as follows:
5.2.1 UPS will arrange for freight costs and insurance and include these costs in the purchase price of the goods;
5.2.2 UPS will arrange for freight costs and give you the option of paying for insurance cover; or
5.2.3 You will arrange for collection of the goods, be responsible for the payment of these freight costs and arrange your own insurance cover for the goods.
5.3 Where you ask us to store goods at our premises for later delivery, you are responsible to insure these goods against loss or damage occurring whilst the goods remain at our premises. We will hold these goods as a gratuitous bailee only.
5.4 UPS Solutions is not liable for any claims of damage to goods caused by external factors beyond the control of UPS Solutions such as damage caused by natural disasters, misuse of the goods for example placing objects on top of UPS devices, removal of wires by any persons who are not a representative of UPS Solutions.
5.5 If the goods require a commissioning service you agree that you must follow the instructions given by the manufacturer in relation to testing prior to switching on the system. Any failure to comply with this provision may lead to failure of all or part of the installation and you accept full responsibility for any such failure. For the purposes of this provision Commissioning means the processes of ensuring that all systems and components of a product are designed, installed, tested and are operating in accordance with the operational requirements of the manufacturer and the specifications requested by you.
6.1 Ownership of and title to the goods shall remain with UPS Solutions until the purchase price and all other monies owing from you to UPS Solutions in respect of the goods have been paid in full.
6.2 Until payment is made in full the relationship between us shall be fiduciary and you must hold the goods on trust for us as our bailee and agent without power to raise money on the security of them.
6.3 You acknowledge that UPS Solutions will register a security interest relating to this retention of title provision on the Personal Property Securities Register until payment has been received.
7.1 Payments for goods must be made prior to or at the time of delivery unless UPS Solutions agrees to provide you a credit account.
7.2 At present a surcharge does not apply to orders paid for by credit card. UPS Solutions will process all credit card payments. All credit card payments will be processed immediately and will appear on customer’s next credit card statement. Please note that for security reasons we do not keep credit card details on file.
7.3 Due to currency fluctuations and price increases by our suppliers UPS Solutions reserves the right at all times to alter our quotations or prices without notice to pass on increases caused by these changes.
7.4 Payment on a Standard Credit Account is to be received by UPS Solutions within 14 days from date of invoicing (unless other arrangements have been agreed with UPS Solutions in writing as a condition of acceptance of your order).
7.5 You must make all payments due to UPS Solutions, whether in respect of the purchase price or otherwise in full without deductions of any nature whether by way of set-off counterclaim or other equitable or lawful claim or otherwise.
7.6 UPS Solutions costs of collection, including legal fees (on a solicitor/own client basis) will be payable by you if you do not pay the price when it is due for payment.
7.7 Where the value of goods is equal or greater than $20,000.00, you may be required to make:
(i) an upfront payment of 30% at the time the goods are ordered; and
(ii) the balance (70%) no later than 14 days after the delivery date,
(unless other arrangements have been agreed with UPS Solutions in writing as a condition of acceptance of your order)
7.8 UPS Solutions will invoice you for all equipment ordered upon dispatch and these invoices must be paid in accordance with this Clause 7. notwithstanding installation of the equipment occurs at a later date.
7.9 Notwithstanding any warranty claims or other claim relating to defective goods made to any manufacturer/distributor you must pay UPS Solutions for the goods in accordance with these terms and conditions and you are not entitled to withhold payment in whole or in part. If goods delivered are visibly damaged you must reject these goods immediately otherwise you will be deemed to have accepted the goods in their damaged condition.
8. Return of Goods
8.1 Any disputes with regard to deliveries must be made at the time of receipt of that delivery.
8.2 All goods are sold on a non-refundable basis and any refunds requested will be subject to prior approval from UPS Solutions.
8.3 To return goods please contact the UPS Solutions sales office and quote invoice number, date of invoice and reason for request to return goods. If goods are accepted for return, we will notify you in writing. Any request for return of goods must be lodged within 7 days from the date of delivery and you are responsible the cost of any return of goods.
8.4 Where UPS Solutions at its discretion allows you to return goods UPS Solutions reserves the right to charge a restocking fee. A basic restocking fee of 20% of the original invoice value applies to any standard stock items accepted for return to UPS Solutions.
8.5 All claims for errors or must be made in writing and all goods for credit must be returned in each case, quoting invoice numbers, within 7 days.
8.6 All goods must be returned in the original packaging, be unused and in pristine condition suitable for resale.
8.7 Any returned goods, which do not meet with the abovementioned conditions, will not be accepted for credit by UPS Solutions.
9. Disposal of Goods
9.1 In the event that an agreement in writing is entered into with UPS Solutions to dispose of old UPS devices, UPS Solutions will charge you additional fees for this service.
10. Limitation and Exclusion of Liability
10.1 UPS Solutions shall use reasonable care and skill in providing its services. UPS Solution’s liability for services rendered is limited to the cost of providing the services again or a refund of the value of the services purchased by you at your election.
10.2 Where goods provided by UPS are defective or damaged UPS Solution’s liability is limited to the replacement of the goods or a refund of the value of the goods.
10.3 UPS Solutions shall not be liable to you for any loss or damage, including consequential loss, damage to expense, loss of profits or contract or otherwise arising out of the services rendered or parts or UPS devices provided by UPS including but not limited to damage to any equipment, loss of power, loss or corruption of data or software.
The services do not cover maintenance or replacement of a part or parts of the UPS device or the entire UPS device which is required as a result of any cause other than fair wear and tear, including accidental damage neglect or misuse of the UPS device or modification, adjustment or repair of the UPS device by any third party caused by a natural disaster or any conditions outside the tolerance specifications of the UPS device and/or negligent usage.
11. Warranties and Acknowledgements
11.1. You acknowledge that:
11.1.1. UPS devices carry electrical charges as long as they contain batteries and/or are connected to the electrical power supply and UPS Solutions recommends that you use a UPS technician or licensed electrician to install a UPS device, replace batteries or replace parts particularly where there are any 10 or 15 Amp connections by use of a flexible cord or socket; and
11.1.2. UPS Solutions recommends that all electrical equipment is shut down and depowered prior to the performance of any maintenance or service work.
11.2. You warrant that:
11.2.1. You shall engage a qualified electrician or request UPS to provide a qualified electrician where installation, replacement or repair of a UPS device involves equipment which must be hardwired to the mains electrical supply. Additional costs will apply should you require UPS Solutions to provide an electrician and the costs quoted prior to work being conducted;
11.2.2 You will back up all your data onto a removable storage device prior to the performance of any of the services by UPS Solutions;
11.2.3. You will comply with all industrial, anti-discrimination and workplace safety laws and provide a safe work place for all UPS Solutions personnel attending your premises; and
11.2.4 You will provide complete and accurate information about the work required and the condition of the site prior to our personnel (including any electrician/s) attend the site.
11.3. You agree to indemnify UPS Solutions against any loss or damage caused or contributed to by any disregard of these acknowledgements or any breach of these warranties including the right to increase our charges for the provision of on-sight services.
12. Extended warranty
12.1. Where you elect to take out the Extended warranty, UPS Solutions will cover the goods supplied against failure during the extended warranty period as follows:
12.1.1. Where you report a faulty part or parts are reported to UPS Solutions, the faulty part or parts will be diagnosed and a replacement part or replacement parts be sent to you by courier once available for dispatch.
12.1.2. In the event the fault is not rectified by the replacement part/s, UPS will replace the UPS device with either an equivalent new or refurbished model.
12.1.3. UPS Solutions will collect the defective part/s or goods when the replacement part/s or goods are delivered to you.
12.1.4. UPS Solutions will pay for the cost of sending replacement part/s UPS devices to you and collecting defective part/s and UPS devices.
12.1.5. The extended warranty period extends the standard warranty by 1 to 3 years to a maximum of 6 years.
12.1.6. The extended warranty applies to the replacement of batteries in only in single phase devices where three phase (3PH) UPS devices are being covered under warranty and new batteries are required to be installed prior to the commencement of the extended warranty. Batteries are not otherwise covered by this warranty unless agreed by the parties.
13. Onsite Extended warranty
13.1. Where you elect to take out the Onsite Extended warranty for a single-phase device, in addition to the services set out in Clause 12 (Extended warranty), UPS Solutions will provide the following:
13.1.1. Onsite attendance at your premises by a technician to check, diagnose faults, replace defective parts and/or replace the UPS with either new or refurbished parts or UPS; and
13.1.2. The Onsite Extended warranty includes all parts and labour.
14.1 Preventative Maintenance Service
Where you elect to take out Preventative Maintenance Services a UPS trained technician will perform the following tasks:
14.1.1. verify that the UPS is operating within specified conditions;
14.1.2. verify proper operation of fans;
14.1.3. check UPS event log and record log (where available);
14.1.4. clean all dust and debris from UPS;
14.1.5. verify UPS batteries are functioning properly;
14.1.6. perform corrective maintenance as required;
14.1.7. installation verification. This includes the mounting of the UPS (if in rack) or location the UPS has been applicable and external battery cabinets or modules have been connected correctly in line with installations instructions;
14.1.8. perform visual and environmental Inspection;
14.1.9. provide a written summary report;
14.1.10. subject to the booking schedule, the technician may be able to perform the services during normal hours or after-hours including weekends;
14.2 UPS Solutions KVA UPS Service Contract - Auto-Renews Yearly with CPI Cost Increase*
14.2.1 UPS Solutions takes a pro-active approach to regular maintenance contracts and will notify you to book your services when they are due. This service contract covers your annual UPS maintenance and is invoiced yearly with CPI cost increase.
14.2.3 We can offer locked-in pricing for (3) or (5) year contracts invoiced in advance This service entitles you to a complimentary upgrade to onsite labour for faults and repairs when coupled with a UPS warranty.
14.2.4 A UPS trained technician will perform the following tasks on-site:
• Identify hazards and risks prior to commencement
• Perform Visual & Environmental Inspections
• Verify the UPS System and associated battery packs are installed correctly
• Check all battery connections in pack and to the UPS, if it is possible without a shutdown.
• Check all meter calibrations are correct and meet the UPS specifications
• Check supply to ensure voltages are within tolerance
• Check UPS event log, identify any outstanding faults or recurring events (where available)
• Check external communications connections
• Verify that the UPS is within specified conditions
• Verify proper operation of fans
• Verify UPS batteries are functioning properly
• Run the load on battery, restore the supply checking battery is operating correctly
• Clean all dust and debris from UPS
• Basic corrective maintenance
• Installation verification
• Labour and travel expenses included
• Provide Written summary report including proactive maintenance recommendations
14.3 Minor and Major Services
if your service includes reference to Minor or Major services the following coverage is included:
14.3.1 Inspect the operation of fans, if visible;
14.3.2 Inspect battery casing and terminals to identify swelling leaking and damage;
14.3.3 Record UPS input and output voltages identified through the UPS screen;
14.3.4 Record room operating temperature and identify temperature hotspots;
14.3.5 Record battery block voltages;
14.3.6 Perform battery integrity test and record results (this may cause downtime, customer approval required);
14.3.7 Test UPS interface buttons and LCD screen function;
14.3.8 Confirm comms port is working correctly;
14.3.9 Cleaning of filters and air vents;
14.3.10 Cleaning UPS and battery cabinet surfaces;
14.3.11 Record load levels;
14.3.12 Identify age of components; and
14.3.13 Provide best practice recommendations for faults or rectification works.
All services for Minor-Service above, and
14.3.14 Inspect the operation of fans, if visible;
14.3.15 Inspect battery casing and terminals to identify swelling leaking and damage;
14.3.16 Record UPS input and output voltages identified through the UPS screen;
14.3.17 Record room operating temperature and identify temperature hotspots;
14.3.18 Record battery block voltages
14.3.19 Perform battery integrity test and record results (this may cause downtime, customer approval required)
14.3.20 Test UPS interface buttons and LCD screen function;
14.3.21 Confirm comms port is working correctly;
14.3.22 Cleaning of filters and air vents;
14.3.23 Cleaning UPS and battery cabinet surfaces;
14.3.24 Record load levels;
14.3.25 Identify age of components;
14.3.26 Review UPS logs to identify any outstanding issues; and
14.3.27 Provide best practice recommendations for faults or rectification works.
Major Works requiring Bypass
14.3.28 Inspect AC and DC capacitors for swelling and leakage;
14.3.29 Inspect PCB and electronic cards;
14.3.30 Check UPS internal components for signs of damage or thermal stress;
14.3.31 Confirm proper operation of fans
14.3.32 Clamp incoming and outgoing feeds to confirm voltage measurements on LCD are correct;
14.3.33 Record firmware and software to identify if any revisions are required;
14.3.34 Test continuity of fuses;
14.3.35 Test bypass in all modes;
14.3.36 Place load on the battery and confirm UPS operation;
14.3.37 Shutdown and start-up test; and
14.3.38 Clean battery terminals if required and check for loose DC cabling.
14.4.1 UPS Solutions shall not be liable to compensate you for any loss or damage caused or contributed to by any delays in the provision of maintenance services including extended warranty and on-site warranty services due to unexpected customer demand or staff shortages or the unavailability of parts and equipment subject only to the guarantees in the Australian Consumer Law.
15. Remote Monitoring Services
15.1 Customer network
A yearly subscription for system-wide monitoring solutions includes remote monitoring and control of an individual UPS by connecting it to customer network with UPS Network Management Card providing:
• 24x7 monitoring
• Periodic performance report
• Equipment optimisation advice
• Software upgrades on request
• Alarm management
• Service callouts for major hardware faults (1) per year
• Priority access to spares
• Remote diagnostics maximise responsiveness and up-time
• All major vendors Smart-UPS systems with network monitoring cards are supported
15.2 UPS Solutions Remote & Site Monitoring Services - Private Network
A yearly subscription for system-wide monitoring solutions includes remote monitoring and control of an individual UPS by connecting it to UPS Private Network including:
• 24x7 monitoring
• Periodic performance report
• Equipment optimisation advice
• Software upgrades on request
• Alarm management
• Service callouts for major hardware faults (2) per year
• Priority access to spares
• Remote diagnostics maximise responsiveness and up-time
• All major vendors Smart-UPS systems with network monitoring cards are supported
• UPS requires Network Management Card
16. Contact Details
UPS Solutions can be contacted in relation to the operation of the extended warranty as follows:
Address: UPS Solutions, 30/14 Loyalty Road, North Rocks, NSW, 2151
Telephone: 1300 555 992
Facsimile: 02 4044 0116
17. Price & Payment for Extended warranty, Onsite Extended warranty and Preventative Maintenance Services
17.1. The price of the services is set out in the attached quotation or proposal.
17.2. All services must be paid for in advance annually prior to the commencement of the services.
17.3 The prices for Extended warranty, On-site Extended warranty, Preventative Maintenance Services and Remote Monitoring Services shall increase annually in accordance with any increase in the consumer price index or 2% whichever is greater.
18. Additional Payments
18.1. Where you seek replacement of a UPS device or parts, you agree to pay for all costs incurred as a result of incorrect information provided by you including but not limited to incorrect serial number and/or model number. These costs may include but are not limited to additional freight costs, the cost of a technician attending your premises and administrative costs.
18.2. Where you seek replacement of more than one UPS device or battery, UPS Solutions may send a technician to assess whether or not the UPS devices and/or batteries are defective. You agree to pay for all costs incurred if a technician is sent to your premises and the UPS devices and/or batteries are predominately found to be in good working order. The costs include but are not limited to the cost of the technician attending your premises and administrative costs.
19. XRT6 UPS Devices
19.1 We sell our own branded systems now in the single-phase UPS range (“XRT6 Devices”).
19.2 The warranty period for XRT6 Devices is as follows:
19.3 With XRT6 Device registration: The warranty will commence on the invoice date of the purchase of the XRT6 Device.
19.4 The warranty terminates if the original purchaser sells or otherwise transfers in any way the XRT6 Device to someone else.
19.5 In the event the XRT6 Device fails to comply with the foregoing warranty, we shall, at our own discretion, either:
repair or replace the defective XRT6 Device, component or part to the original purchaser, standard shipping charge from us to the original purchaser is at our expense, or refund to the original purchaser the purchase price of the XRT6 Device.
19.6 For speedier service, we may, at our option, replace the defective XRT6 Device with new, refurbished or reconditioned XRT6 Device without prior notice. The warranty on replacement XRT6 Device is ninety (90) days or the remainder of the original warranty, whichever is longer. The warranty of the serviced XRT6 Device is the remainder of the original warranty.
19.7 The warranty does not cover any defects or damages due to, including but not limited to, accident, fire, flood, lightning, vandalism, acts of God, neglect, abuse or misuse or due to, including but not limited to, shipping, storage, installation, application, operation or maintenance not in conformity with our recommendations and industry standard practices.
19.8 The warranty does not cover other peripheral products and accessories not supplied by us (including components and software) or the installation, operation, maintenance or service of such accessories.
19.9 The warranty does not cover reimbursement for labour, power washing, gaining access, removal, installation, temporary power or any other expenses, which may be incurred in connection with repair or replacement in any way.
19.20 The warranty does not cover accessories shipped with the XRT6 Device, including but not limited to, cable, user manual, CD, etc.
19.21 The warranty does not cover any XRT6 Device if the serial number affixed to the XRT6 Device has been removed, defaced, changed, altered or tampered with.
19.22 The warranty is null and invalid if the XRT6 Device is installed and/or used in inappropriate environments, including but not limited to, liquid damage, extreme heating/cooling conditions and/or temperature fluctuation exceeding design limit, direct sunlight or halogen light exposure. The installation of the XRT6 Device in inappropriate environments will lead to total loss of The warranty coverage.
19.23 All batteries supplied by us should be recharged immediately after a discharge. Batteries left discharged for a certain period of time may be exposed to the risk of permanent damage. Batteries must be recharged every three (3) to six (6) months while in storage prior to use. Batteries supplied by us have a 2 year warranty from the date of the relevant invoice.
20. Australian Consumer Law
20.1. The following provision applies if you are a consumer: “Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”
20.2. For the purposes of the Australian Consumer Law a consumer is a person (including a corporation) will be a consumer in relation to particular services if either:
20.2.1. the amount payable for the goods and/or services is $40,000 or less; or
20.2.2. the goods and/or services are of a kind usually acquired for personal, domestic or household use or consumption.
21. Unforeseen Events
A party is excused from performing its obligations under these terms and conditions to the extent it is prevented by circumstances beyond its reasonable control (other than lack of funds for any reason or any strike, lockout and labour disputes in respect of UPS Solutions only), including but not limited to acts of God, natural disasters, acts of war, riots and strikes outside that party's organisation.
22. Non-Solicitation of Employees or Contractors
You agree that you will not solicit or attempt to solicit directly or indirectly alone or in consort with others UPS solutions employees or contractors without the prior written approval of UPS Solutions and the payment to UPS Solutions of an amount equal to three months remuneration of the relevant employee or contractor as the case may be.
23. Entire Agreement
These Terms and Conditions and the order you place with us constitute the entire agreement between us and cannot be varied except in writing signed by both parties. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express or implied, verbal or written, between the parties other than as expressly set forth in these documents.
If any part of these Terms and Conditions are found to be invalid or of no effect under any applicable laws executive order, regulations of any government authority having jurisdiction, or by a court or competent authority these Terms and Conditions will be construed as though such part had not been inserted herein and the remainder of these Terms and Conditions will retain its full force and effect.
25. Governing Law
The laws of the state of NSW and the Commonwealth of Australia govern these Terms and Conditions. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of NSW (and any court which may hear appeals from those courts).
If our invoice is not paid within 14 days of the date of the invoice unless otherwise agreed, we may charge you interest on the unpaid amount at “the rate equal to the Cash Rate Target increased by 4 percentage points” where the “Cash Rate Target” is specified by the Reserve Bank of Australia.
You acknowledge that UPS Solutions owns copyright in the proposal/tender document and that it will not use UPS Solutions’ copyright material (i.e. the proposal/tender documents) without prior consent of UPS Solutions.
If you receive consent from UPS Solutions to use UPS Solutions copyright material (i.e. the proposal/tender documents) a fee will be charged for the cost of using the copyright material in the proposal/tender document. The fees charged for the use of UPS Solutions copyright material in the proposal/tender document are as $150.00 per hour Exclusive of GST.
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