1300 133 692

TRITON INVESTIGATION SERVICES PTY LTD –
TERMS AND CONDITIONS OF TRADING

1. DEFINITIONS
“Clause” means a clause of this document;
“Client” means the person or entity to whom the Services are being supplied;
“Conditions” means the terms and conditions of trading contained within this document;
“Instructions” means the official instructions received by Triton in writing detailing the Services to be supplied, and to whom;
“Parties” means Triton and the Client;
“Quotation” means any written quotations either supplied or accepted by Triton;
“Services” means the services Triton is contracted to supply; and
“Triton” means Triton Investigation Services Pty Ltd (ACN 147 698 557).

2. ACCEPTANCE OF A QUOTATION
2.1 A Quotation shall be accepted upon either receipt by Triton of written notification by the Client that the Quotation is accepted, or acceptance of Instructions by Triton.
2.2 In the event that the written notification of acceptance purports to add terms, such terms shall be deemed void and unenforceable unless Triton gives notice in writing expressly accepting such terms. In all other respects, acceptance of a Quotation by the Client shall be deemed to be solely on the basis of the Conditions.
2.3 Triton shall be entitled to amend any clerical, mathematical or typographical error notwithstanding acceptance of a Quotation and the Conditions are deemed to be subject to any such correction.
2.4 Notwithstanding the foregoing, triton may waive written acceptance of a Quotation, in its absolute discretion.
2.5 Once a Quotation is accepted, including oral acceptance if written acceptance is waived by Triton (which shall be implied if Triton takes any step to fulfill its obligations under the Conditions), any cancellation or suspension of the Order by the Client shall make the Client liable for all costs and losses suffered by Triton whether foreseeable by the Client or not, including loss of profits, or any other form of loss directly or indirectly resulting from such cancellation or suspension. The Client shall be liable to pay Triton all costs associated with recovery of such losses from the Client, including legal costs on a full indemnity basis.
2.6 Whether or not a Quotation is accepted, the Client agrees that the Quotation is confidential and cannot be used for any purpose other than business between Triton and the Client.
2.7 The Client shall not assign its rights or obligations under any contract comprising the Conditions.

3. QUALITY
The Services are provided and it is hereby agreed that they are accepted by the Client, unless otherwise expressly stipulated, as stated in a Quotation or in Instructions. When only oral instructions are received from the Client, Triton shall not be responsible for any errors or omissions in the provision of the Services.

4. DELIVERY
4.1 Triton shall use its reasonable endeavours to deliver the Services within the time specified in a Quotation.
4.2 The delivery times made known to the Client are estimates only and Triton shall not be liable for any loss for late delivery, non-delivery or mis-delivery, and under no circumstances shall Triton be liable for any loss, damage or delay occasioned to the Client or its customers from late, non-delivery or mis-delivery.
4.3 Triton shall notify the Client in writing as soon as possible if Triton is unable to provide the Services in accordance with any time specified in a Quotation or in Instructions.

5. GOODS AND SERVICES TAX (“GST”)
GST will be charged on all Services supplied.

6. PAYMENT
Unless credit terms are otherwise expressly agreed to in writing, payment by the Client must be made in full to Triton on or before delivery of the Services.

7. CREDIT TERMS
7.1 If the Client wishes to purchase Services on credit from Triton, then the Client must first apply for such credit with Triton. Triton may, in its sole discretion, refuse to provide credit to the Client. Triton will advise the Client if credit terms have been agreed to or refused.
7.2 Where Triton agrees to extend credit to the Client, Triton will submit to the Client an invoice for the Services (or any part thereof) and payment of the full amount (together with any additional charges) is required within thirty (30) days of the date of the invoice.
7.3 Notwithstanding any date for payment which may be specified on any invoice issued by Triton or otherwise provided for in the Conditions, the Client shall at all times ensure that the total amount outstanding from time to time remains within the pre-determined credit limit set by Triton.
7.4 Should the Client default in the payment of any amount due on a due date then all monies due to Triton shall immediately become due and payable and shall be paid by the Client within seven (7) days of the date of demand. Triton shall be entitled to charge interest at the rate of fifteen percentum (15%) per annum on all amounts so due from the date of the payment was due until the day of actual payment (both days inclusive).
7.5 Any expenses, costs or disbursements incurred by Triton in recovering any outstanding debt, including collection agency fees and solicitor’s costs shall be paid by the Client on a full indemnity basis.
7.6 Triton shall be entitled, without notice, to forthwith terminate any credit arrangement with the Client in the event of the Client defaulting on any of the Conditions herein contained.
7.7 Triton shall be entitled at any stage whilst the Client is subject to the Conditions to request such security or additional security as Triton shall in its discretion think fit and shall be entitled to withhold supply of any Services or credit arrangements until such security or additional security shall be obtained.
7.8 If the completion of a calendar month Triton has outlaid funds relating to outside services or direct labour, Triton reserves the right to claim, in the form of a progress payment, for such expenditure from the Client.

8. VARIATIONS
8.1 Triton shall not be liable to undertake any variations to a Instructions, provided that Triton may in its absolute discretion agree to any such variation on such terms as to price and extension of time for delivery of the Services as shall be agreed by Triton in writing.
8.2 The prices specified in a Quotation for the Services are based on costs existing as at the date of Quotation.

9. EXCLUSION OF LIABILITY
9.1 The Client has the benefit of conditions and warranties implied by the Competition and Consumer Act 2010 (Cth), and nothing in the Conditions is intended to exclude, restrict or modify any statutory obligation of Triton.
9.2 Triton shall be under no liability to the Client for any loss (including, but not limited to loss of profits and consequential loss) or for damages to persons or property or for death or injury caused by any act or omission (including negligent acts or omissions) of Triton or Triton’s agents;
9.3 The Client shall indemnify Triton against any claims made against Triton by any third party in respect of such loss, damage, death or injury as set out in Clause 9.2; the Client further agrees to indemnify Triton against all losses and expenses which Triton may suffer or incur due to the failure of the Client to fully observe its obligations under the Conditions;
9.4 Triton is not required to give credit for any Services rendered to the Client but may do so in its absolute discretion.

10. DEFAULT
10. 1 In the event that:
10.1.1 the Client breaches any of its obligations comprised in the Conditions and does not remedy such default within seven (7) days of written notice by Triton requiring rectification of the default; or
10.1.2 the Client is insolvent or suffers bankruptcy proceedings to be instituted or become subject to any external administration under the Corporations Act 2001 (Cth); or
10.1.3 a change occurs in a circumstance which is represented by the Client to exist which, in the reasonable opinion of Triton, may have a material adverse affect on the ability of the Client to perform its obligations hereunder, then Triton may, without prejudice to any other rights or remedies it might have:
10.1.3.1 cancel the provision of credit to the Client without notice;
10.1.3.2 demand immediate payment of the sum equal to the price of all Services then unpaid, together with costs and expenses referred to herein;
10.1.3.3 forfeit any cash deposit paid to Triton;
10.1.3.6 suspend and/or terminate performance of any other contracts which Triton has with the Client.
10.2 A document signed by an officer of Triton as the amount owing by the Client is conclusive evidence of that amount, except in the case of manifest error.

11. COSTS
In the event that payment is not made by the Client in accordance with the Conditions, the Client must pay Triton all costs and other expenses of whatever nature (including, but not limited to, all debt collection fees and commissions, and legal fees and disbursements) which may be incurred by Triton in recovering any sums due to it by the Client on a full indemnity basis.

12. RESOLUTION OF DISPUTES
12.1 Where the Client is in default of its obligations under the Conditions, Triton, in its absolute discretion, may issue proceedings in a Court of law.
12.2 Any dispute between Triton and the Client in relation to any matter arising in respect of the provision of the Services by Triton to the Client shall be determined by an arbitrator appointed by both Parties pursuant to the provisions of the Commercial Arbitration Act 1985 (WA) or, failing appointment, such arbitrator as may be nominated by the President of the Law Society from time to time.
12.3 If the matters in dispute involve questions of law as well as technical issues there shall be two arbitrators appointed, being a duly qualified legal practitioner (preferably a barrister) to determine questions of law and a duly qualified expert to determine technical issues within the expert’s area of expertise.
12.4 Any agreement incorporating the Conditions is governed by and construed in accordance with the laws of Western Australia and the Client agrees to submit to the exclusive jurisdiction of the Courts of Western Australia. The Client irrevocably waives any objections to the venue of any legal process selected by Triton.

13. CONFIDENTIALITY
13.1 The Client covenants and agrees that, notwithstanding the generality of Clause 2.6, all information and documentation provided to the Client by Triton, whether by way of Quotation or tender or otherwise, in relation to the conduct and operations of Triton, is strictly confidential, and must not be, and must not be permitted to be, disclosed to any other person, other than required by law, without the prior consent of Triton.

14. GENERAL
14. 1 If any of the Conditions is or becomes for any reason wholly or partly invalid, that Condition is, to the extent of the invalidity, severed without prejudice to the continuing force and validity of the remainder of the Conditions.
14.2 Any notice to be given to the Client is deemed to be received by the Client upon it being posted, emailed or sent by facsimile transmission to the trading or registered address of the Client stated in a Quotation or Instructions.
14.3 If the Client is the trustee of any trust (in this clause, “the Trust”) at any time, the Client is nevertheless personally liable for the performance of the obligations contained in the Conditions and agrees that Triton shall be entitled to have recourse to the assets of the Trust in order to satisfy the Client’s obligations under the Conditions.
14.4 On request from Triton, the Client shall cause its directors and shareholders to execute a guarantee in a form and in substance specified by Triton so that they will jointly and severally guarantee performance by the Client under the Conditions. The Client shall pay all costs and transfer duty in respect of the guarantee.

Terms And Conditions © Triton Investigation Services Pty Ltd