UPSPEC GROUP PTY LTD
TERMS AND CONDITIONS FOR SALE OF GOODS &/OR SUPPLY OF SERVICE

1. DEFINITIONS
1.1. In this document, the following words shall have the following meanings:
1.1.1. “Buyer” means the organization or person who buys Goods from the Seller.
1.1.2. “Goods” means the articles to be supplied to the Buyer by the Seller.
1.1.3. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how, and all other forms of intellectual property wherever in the world enforceable.
1.1.4. “Quoted Price” means the quoted prices of the Goods maintained by the Seller as amended from time to time.
1.1.5. “Seller” means Upspec Group Pty Ltd.
2. GENERAL
2.1. These Terms and Conditions apply to all contracts for the sale of Goods or supply of Services by the Seller to the Buyer, excluding all other terms and conditions referred to, offered, or relied upon by the Buyer.
2.2. Any variation to these Terms and Conditions shall be inapplicable unless agreed upon in writing by the Seller.
3. PRICE AND PAYMENT
3.1. The price shall be that in the Seller’s current Quoted Price or as agreed in writing. Delivery costs shall be paid by the Buyer.
3.2. Payment can be made via EFT, credit/debit card, or cash. Payment in arrears requires prior agreement.
3.3. Payment is due per the terms stated on the invoice.
3.4. Overdue payments incur interest at 2.5% per 30 days past due date.
3.5. The Buyer is liable for any debt recovery costs.
3.6. If the Buyer fails to make payment, the Seller may:
3.6.1. Require payment in advance of delivery.
3.6.2. Refuse to deliver undelivered Goods.
3.6.3. Terminate the contract.
3.7. All quotes are valid for 30 days from issuance.
3.8. Project Review and Cost Adjustments:
3.8.1. If a project remains in approval for over 90 days, the Seller reserves the right to adjust costs.
3.8.2. The Seller may pass on variations or supplier price increases to the Buyer.
3.8.3. The Buyer has the right to review adjustments.
3.9. Variations to Contract Price:
3.9.1. Any variations requested by the Buyer after the contract has been agreed upon must be submitted in writing and approved by the Seller.
3.9.2. Variations may result in additional costs which will be invoiced accordingly.
3.9.3. Any unforeseen changes due to site conditions, supplier cost increases, or regulatory requirements may necessitate price adjustments. The Seller will notify the Buyer promptly of any such changes.
4. BUYER’S OBLIGATIONS
4.1. To enable the Seller to perform its obligations the buyer shall:
4.1.1. Co-operate with the Seller;
4.1.2. Provide the Seller with any information reasonably required by the Seller;
4.1.3. Keep the Seller notified of their correct name, postal address and any phone or e-mail information.
4.1.4. Comply with such other requirements as agreed between the parties.
4.1.5. Comply with all other statutory requirements – particularly in regard to data protection and confidentiality.
5. SELLER’S OBLIGATIONS
5.1. The Seller shall perform the Services with reasonable skill and care and to a reasonable standard in accordance with recognised standards and codes of practice.
5.2. The Seller accepts all responsibility for the condition of tools and equipment used in the performance of the Services and shall ensure that any materials supplied shall be free of defects at the point of dispatch.
5.3. Provide the Buyer with any information reasonably required by the Buyer;
5.4. Comply with such other requirements as agreed between the parties.
5.5. Comply with all other statutory requirements – particularly in regard to data protection and confidentiality.
5.6. Comply with all Safety & BCA requirements.
6. DELIVERY
6.1. Unless otherwise agreed, delivery occurs at the address specified by the Buyer.
6.2. The Buyer must arrange for delivery acceptance.
6.3. Delivery dates are estimates and not binding.
6.4. If delivery is delayed due to weather conditions, staff shortages, supplier delays, or events beyond the Seller’s control, the Buyer will be notified of revised timeframes. The Seller is not liable for any costs arising from such delays.
6.5. If delivery is delayed beyond the Seller’s control, the Buyer is responsible for storage costs.
6.6. The Buyer must notify the Seller of damaged Goods within 48 hours of delivery to claim replacement.
7. TITLE AND OWNERSHIP
7.1. Ownership of the building, materials, and components supplied by Upspec Group Pty Ltd remains the property of the Seller until full and final payment is received.
7.2. Until ownership is transferred, the Seller reserves the right to enter the site to recover, remove, or secure any materials or structures if the Buyer fails to fulfill payment obligations.
7.3. The Buyer must not sell, lease, transfer, or encumber the building or materials supplied under this contract until full payment is made.
8. WARRANTY
8.1. The Seller warrants that all Goods supplied and built by it are free from defects for 24 months from the date of service, excluding roller doors which require servicing every 12 months to maintain warranty validity.
8.2. The Seller provides buildings that are engineered for a specified time period, which is passed on to the Buyer.
8.3. The Seller passes on any and all warranties supplied by third-party manufacturers or suppliers to the Buyer.
8.4. Any defects or issues must be reported to the Seller immediately upon discovery.
8.5. The Seller does not permit the use of third-party contractors for repairs without prior written approval. Any unauthorized repairs will void the warranty.
8.6. Warranty does not cover damage caused by misuse, improper installation by the Buyer, environmental conditions, or unauthorized modifications.
9. LIABILITY
9.1. The Seller is not liable for representations regarding:
9.1.1. Correspondence of Goods with any description.
9.1.2. Quality or fitness for a purpose.
9.1.3. If any part of this clause is unenforceable, liability is limited to the contract price.
9.1.4. The Seller is not liable for direct loss exceeding the Goods’ price.
9.1.5. The Seller is not responsible for indirect or consequential losses, including lost profits, business disruptions, or third-party claims.
9.1.6. The Seller is not liable for any storage, transport, or removals costs related to items intended to be stored in the proposed building. The Buyer is solely responsible for managing and bearing any such costs.
10. FORCE MAJEURE
10.1. The Seller is not liable for delays caused by events beyond its control, including but not limited to:
10.1.1. Acts of God (earthquakes, floods, fires, etc.).
10.1.2. Strikes, lockouts, or staff shortages.
10.1.3. Supply chain disruptions.
10.1.4. Unavailability of raw materials.
10.1.5. Regulatory changes.
10.1.6. Extreme weather conditions.
10.1.7. Late payments or non-payments by the Buyer impacting the project timeline.
10.2. If a Force Majeure event causes delays exceeding 90 days, either party may terminate the contract.
10.3. If the contract period is set to expire due to a Force Majeure event, the Seller may request an extension to complete the project without penalty.
11. RELATIONSHIP OF PARTIES
11.1. Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
12. ASSIGNMENT AND SUB-CONTRACTING
12.1. The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
13. INTELLECTUAL PROPERTY RIGHTS
13.1. All Intellectual Property Rights produced from or arising because of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
14. COMPLAINTS
14.1. Complaints must be submitted in writing to 1/31 Coombes Drive, Penrith NSW 2750 or via email to accounts@upspec.net.au
14.2. The Seller will acknowledge complaints within 7 business days and seek to resolve them within 30 days.
14.3. If the dispute is unresolved, the parties may seek mediation or legal recourse.
15. GOVERNING LAW AND JURISDICTION
15.1. These Terms are governed by Australian law, with disputes subject to Australian courts.
16. CHANGES TO TERMS & CONDITIONS
The Seller may amend these Terms at any time. Changes take effect upon posting on the Seller’s website, via email or public notice board.