General Conditions of Sale

These conditions are incorporated into each Moduvision quotation. The quotation and project-specific contract documents will always take priority where they expressly differ from these conditions.

Document Framework

1. Definitions and Interpretation

In these Conditions: Agreement means the accepted Quotation together with these Conditions and any documents expressly incorporated; Client means the person named in the Quotation; Goods includes materials, modules, components and equipment; Site means the place where the Works are performed or delivered; Variation means any change to scope, quantity, design, sequence, timing or conditions; Works means all goods, services and construction described in the Quotation.

Headings assist reading only. The singular includes the plural; a reference to a person includes a corporation; "including" is not limiting; and a reference to legislation includes amendments and replacement legislation.

2. Order of Precedence

If documents are inconsistent, the following order applies unless the Quotation states otherwise:

1. signed special conditions or formal contract;
2. accepted Quotation and pricing schedule;
3. approved drawings and specifications;
4. these Conditions; and
5. other referenced documents.

A document supplied by the Client does not amend these Conditions merely because it is attached to or referred to in a purchase order.

3. Acceptance and Entire Agreement

The Client accepts the Agreement by signing the Quotation, issuing a purchase order, paying any deposit, approving commencement, accepting delivery or otherwise instructing Moduvision to proceed.

The Agreement records the whole agreement concerning its subject matter and replaces prior discussions, estimates and representations, except for rights that cannot lawfully be excluded.

Commercial Terms

4. Quotation Validity and Pricing Basis

Unless stated otherwise, a Quotation is open for acceptance for 14 days and is priced in Australian dollars exclusive of GST.

Pricing is based on the information available at the quotation date, the stated quantities, ordinary working hours, reasonable continuity of work, lawful and safe Site access, and the assumptions and exclusions in the Quotation.

5. Scope, Exclusions and Client-Supplied Information

Only items expressly included in the Quotation form part of the Works. Anything not expressly included is excluded.

The Client warrants that information, measurements, drawings, reports, surveys and instructions supplied by or for the Client are accurate and complete. Moduvision may rely on them without independent verification unless verification is expressly included.

Unless included, typical exclusions may include demolition, asbestos removal, contamination remediation, rock excavation, authority charges, utility upgrades, landscaping, retaining walls, fencing, paving, finance costs and latent-condition work.

6. Price Adjustment and Escalation

Moduvision may adjust the Contract Price for demonstrable increases occurring after the quotation date in the cost of labour, materials, imported goods, exchange rates, fuel, transport, insurance, statutory charges or supplier pricing where the increase is beyond Moduvision's reasonable control.

Moduvision will give reasonable written particulars of the adjustment. This clause does not limit any statutory restriction applying to a regulated residential building contract.

Payment Administration

7. Deposits and Progress Payments

The Client must pay deposits and progress claims in the amounts and at the milestones stated in the Quotation. A milestone is achieved when the relevant work is substantially completed, even if minor defects or omissions remain.

Unless a mandatory law or signed contract provides otherwise, an invoice is due within 7 calendar days of issue. Payment must be made without set-off, deduction or counterclaim except where required by law.

8. Security of Payment Act – Western Australia

Where applicable, payment claims, payment schedules, adjudication rights, due dates, suspension rights and other procedures are governed by the Building and Construction Industry (Security of Payment) Act 2021 (WA) and its regulations.

Nothing in the Agreement excludes, restricts or modifies a right or obligation that cannot be excluded under that legislation. A document may be a payment claim even if it is also an ordinary tax invoice.

9. Overdue Amounts and Suspension

Overdue amounts bear interest at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily, or the maximum lawful rate if lower. The Client must reimburse reasonable debt-recovery costs to the extent permitted by law.

Moduvision may suspend performance after giving any notice required by the Agreement or applicable law. The Client is responsible for reasonable demobilisation, remobilisation, storage, delay and protection costs caused by suspension for non-payment.

Changes and Uncertainty

10. Variations

A Variation includes a change requested by the Client, a change required by an authority, a discrepancy in Client information, a change in law, an instruction affecting sequence or access, or extra work reasonably required because of a latent condition.

Where practicable, Moduvision will provide a written variation price or pricing basis before proceeding. Urgent safety, protection or compliance work may proceed without prior approval where delay would be unreasonable.

11. Latent Conditions

A latent condition is a physical condition at, under or adjacent to the Site that differs materially from conditions reasonably anticipated from the information available at quotation, including unknown services, rock, unsuitable ground, groundwater, contamination, concealed structural defects or hazardous material.

Moduvision must notify the Client when reasonably practicable. The resulting work, delay and cost constitute a Variation and entitle Moduvision to an extension of time.

12. Extensions of Time and Delay Costs

Moduvision is entitled to a reasonable extension for delay caused by the Client, authorities, weather beyond reasonable seasonal expectations, industrial action, supply-chain disruption, latent conditions, Variations, force majeure or any cause outside Moduvision's reasonable control.

Where delay is caused by the Client or a risk allocated to the Client, Moduvision may recover reasonable delay, standby, storage, escalation and remobilisation costs.

13. No Liquidated Damages Unless Expressly Agreed

No liquidated damages, delay damages, service credits or similar deductions apply unless expressly stated in a signed special condition that identifies the amount, cap and circumstances of application. Moduvision does not accept unilateral liquidated-damages terms contained only in a purchase order.

Site and Delivery

14. Site Access and Readiness

The Client must provide safe, lawful and continuous access for personnel, vehicles, cranes and deliveries, together with suitable laydown, storage and working areas.

The Client must identify boundaries, easements, underground and overhead services, access restrictions and known hazards before work starts. Delay or additional work caused by inadequate Site readiness is a Variation.

15. Work Health and Safety

Each party must comply with applicable work health and safety laws and cooperate in consultation, coordination and risk control. Moduvision may stop or refuse unsafe work without liability for resulting delay.

The Client must ensure that persons under its control follow Site rules, exclusion zones and lawful directions. Where another party is principal contractor or controls the workplace, that party retains its statutory duties.

16. Site Safety Responsibilities

Moduvision is responsible for the safety of its own workers and activities within its control. The Client remains responsible for pre-existing Site hazards, occupants, visitors, animals, existing structures, hazardous materials and activities outside Moduvision's control.

The Client must not occupy or use incomplete work without Moduvision's written approval. Early occupation transfers risk for damage caused by that occupation and may affect programme and warranty assessment.

17. Delivery, Unloading and Storage

Delivery dates are estimates unless expressly guaranteed. The Client must provide safe unloading access and promptly accept delivery. If delivery is delayed by the Client, Moduvision may store Goods at the Client's risk and cost.

Materials and Workmanship

18. Risk and Retention of Title

Risk in Goods passes on delivery to the Site, collection, incorporation into the Works, or when the Client takes possession, whichever occurs first, subject to any mandatory law.

Title to identifiable Goods supplied by Moduvision does not pass until all amounts owing to Moduvision under the Agreement are paid in full. The Client must keep unpaid Goods identifiable and insured and must not encumber them.

19. Personal Property Securities Act

The Agreement is a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth). The Client grants Moduvision a security interest in Goods supplied, their proceeds, and any other collateral expressly described in the Quotation, to secure payment and performance.

The Client must do anything reasonably required to enable Moduvision to register, maintain or enforce that security interest. To the extent permitted by law, the Client waives notices that may lawfully be waived, but no clause excludes a right that cannot be excluded.

20. Client-Supplied Materials and Designs

Materials, equipment, designs or specifications supplied or nominated by the Client are at the Client's risk as to suitability, compliance, availability and performance unless Moduvision expressly accepts design responsibility in writing.

If Client-supplied materials are defective, delayed, damaged, non-compliant or unsuitable, Moduvision may reject them, suspend affected work or rectify them as a Variation. Moduvision is not responsible for defects caused by those items.

Completion and Defects

21. Practical Completion

Practical Completion occurs when the Works are substantially complete and reasonably capable of use for their intended purpose, despite minor defects, omissions or outstanding documentation that do not materially prevent such use.

Moduvision may issue a notice of Practical Completion. Occupation or use by the Client is evidence of Practical Completion unless the Client promptly identifies a substantial reason otherwise.

22. Defects Liability and Rectification

Unless otherwise stated, the contractual defects liability period is 12 months from Practical Completion. The Client must give prompt written notice, reasonable access and an opportunity for Moduvision to inspect and rectify covered defects.

The warranty excludes fair wear and tear, accidental or malicious damage, misuse, unauthorised modification, failure to maintain, movement beyond normal tolerances, Client-supplied items and damage caused by third parties or events outside Moduvision's control.

23. Statutory Warranties and Consumer Guarantees

All warranties, guarantees and remedies implied by the Australian Consumer Law, the Home Building Contracts Act 1991 (WA), the Building Services legislation and other applicable law continue to apply to the extent they cannot lawfully be excluded or modified.

Nothing in the Agreement limits liability for death or personal injury caused by negligence, fraud, wilful misconduct, or any other liability that cannot lawfully be limited.

Risk Allocation

24. Insurance

Each party must maintain insurance required by law and reasonably appropriate to its obligations. The Client must insure existing property and, from transfer of risk, the Goods and Works against loss or damage.

Where home indemnity insurance or another statutory policy is required, the parties must comply with the applicable statutory arrangements and the Quotation will identify whether premiums are included.

25. Indemnity

To the extent permitted by law, each party indemnifies the other against third-party loss, damage, injury or claim caused by its negligence, unlawful act or breach of the Agreement. Liability is reduced to the extent the other party contributed to the loss.

26. Limitation and Exclusion of Consequential Loss

To the extent permitted by law, Moduvision is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of production or loss of use, except to the extent such exclusion would be unlawful.

Where liability can lawfully be limited, Moduvision's aggregate liability arising from the Agreement is limited to the Contract Price or, at Moduvision's option, the cost of re-supplying the affected Goods or services. This limitation does not apply where prohibited by law.

Exceptional Events

27. Force Majeure

A force majeure event is an event beyond a party's reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil disturbance, government restriction, industrial action, port closure, major transport disruption, utility failure or widespread shortage of labour or materials.

The affected party must notify the other and take reasonable steps to mitigate. Obligations affected by the event are suspended for its duration. If the event continues for more than 90 days, either party may terminate the unperformed portion on written notice, with payment due for work performed and committed costs.

28. Default and Termination

A party may give a written notice requiring remedy of a substantial breach within a reasonable period. If not remedied, the innocent party may terminate the Agreement, subject to mandatory statutory procedures.

Moduvision may terminate or suspend immediately where the Client becomes insolvent, repudiates the Agreement, repeatedly fails to pay, denies safe access or requires unlawful or unsafe conduct.

29. Consequences of Termination

On termination, the Client must pay for work performed, Goods ordered or manufactured, unavoidable supplier commitments, demobilisation, storage, cancellation charges and other loss recoverable at law. Moduvision must take reasonable steps to mitigate loss.

Information and Administration

30. Intellectual Property

Pre-existing intellectual property remains the property of its owner. Unless the Quotation states otherwise, Moduvision retains copyright and all other rights in its concepts, standard details, methods, calculations, drawings and documents.

After full payment, the Client receives a non-exclusive licence to use project-specific documents solely for the Site and purpose for which they were prepared. The Client must not reuse or modify them for another project without written consent.

31. Confidentiality and Privacy

Each party must keep confidential information secure and use it only for the Agreement, except where disclosure is required by law, to professional advisers or to personnel who need the information.

Moduvision may collect, use and disclose personal information reasonably required to quote, contract, deliver, obtain approvals, manage safety, recover debts and administer warranties, in accordance with applicable privacy law.

32. Electronic Communications and Signatures

Notices, approvals, variations and acceptance may be communicated electronically to the addresses used for the project. Electronic signatures and counterparts are effective to the extent permitted by law.

A party must promptly notify changes to its contact details. A communication is taken received when it becomes capable of being retrieved at the recipient's nominated address, subject to any mandatory notice rule.

33. Publicity and Photographs

Unless the Client objects in writing before work starts, Moduvision may take non-confidential photographs of the Works for project records and marketing, provided personal information, security-sensitive information and the Client's identity are not disclosed without consent.

Disputes and Legal Protections

34. Dispute Resolution and Mediation

A party claiming a dispute must give written notice describing the issue and desired outcome. Senior representatives must meet or confer in good faith within 10 business days.

If unresolved, the parties must attempt mediation through an agreed mediator or, failing agreement, a mediator nominated by the Resolution Institute. This clause does not prevent urgent injunctive relief, debt recovery, statutory adjudication or exercise of a statutory right.

35. Contractual Charge, Caveat and Security Over Land

To the extent permitted by law and only as security for amounts properly due and unpaid, the Client charges in favour of Moduvision any legal or beneficial interest the Client has in real property identified in the Quotation. This clause is intended to create an equitable charge, not to transfer ownership.

Before lodging a caveat, Moduvision must have a reasonable basis to believe the charge is valid and the secured amount is due, and must comply with applicable law. The Client authorises Moduvision to lodge and maintain a caveat only where legally available. Moduvision must withdraw it after secured amounts and reasonable withdrawal costs are paid.

This clause does not apply to the extent it is prohibited, void, unfair or unenforceable under residential building, consumer-credit, consumer-protection or other mandatory law.

36. General Legal Provisions

The Agreement is governed by Western Australian law and the parties submit to the courts and tribunals of Western Australia. If a provision is invalid, it is severed or read down to the minimum extent necessary.

A waiver must be in writing. Delay in exercising a right is not a waiver. The Client may not assign the Agreement without Moduvision's consent, not to be unreasonably withheld where the proposed assignee has suitable financial and technical capacity.