Terms and Conditions

The Glossary

1. DEFINITIONS AND INTERPRETATION

Additional Expenses means any fees, expenses, duties, taxes (including GST) and disbursements imposed by these Terms, including delivery and freight charges, permit and licence fees, toll or other road charges, scaffolding or fence hire charges, traffic management costs, installation and mobilisation fees, recalibration fees, de-installation or decommissioning fees, call out and call back fees, Personnel travel costs including flights, car rental, meals and accommodation, storage and restocking fees, survey and other report fees, third-party services, pre-employment checks, uniform or PPE costs, administration and account keeping fees, merchant fees and surcharges, at amounts and rates advised by Us from time-to-time.

Credit Account means the approved commercial account You have with Us to purchase Goods and Services on credit pursuant to these Terms, or the number of trading days listed on Our invoice.

Confidential Information means all information relating to the business of a party that is expressly marked by the respective owner as confidential or which a reasonable person would regard as confidential, including know how, business, financial, technical and other commercially valuable or sensitive information of a party in whatever form, Intellectual Property, trade secrets, client lists, methodologies, formulae, graphs, drawings, samples, biological materials, devices, models, business plans, policies and any other materials or information which the party regards as confidential or commercially sensitive that may be in the possession of that party or its related bodies corporate, employees or officers. Confidential Information of a party does not include information which:

(a) is now in the public domain, or enters the public domain after these Terms are entered into, through no fault of the other party;
(b) can be shown by contemporaneous records of the other party to have been known to the other party at the time it is received;
(c) is lawfully provided to the other party by a third party after these Terms are entered into; or
(d) can be shown by contemporaneous records of the other party to have been independently developed by the other party without reference to the Confidential Information.

Customer means any person, firm or company placing an Order with Us for the purchase of Goods and Services pursuant to these Terms, including Your associated, related, subsidiary and parent companies, successors and assigns (all of which are referred to as “You” and “Your”).

Customer Material means any information, material or documents, whether in tangible or intangible form that is generic to Your business, exists in the normal course of Your business prior to these Terms being entered into between the parties or is independent to these Terms.

Deliverables means any products, material, documents or other work, whether in tangible or intangible form, that is discovered, developed or otherwise comes into existence as a result of the Services and paid for by the Customer, but expressly excludes any of the Supplier’s Material.

Due Date means the date listed on Our invoice for Your payment of Goods and Services.

Equipment means the hardware, plant, machinery, appliances, tools, vehicles, accessories and other equipment that We use to deliver the Services or hire to You as part of the Services.

Force Majeure means something outside a party’s reasonable control, including war, strikes, lockouts and lockdowns, epidemics and pandemics, industrial disputes or civil unrest, government restrictions or intervention, transport delays, fire, act of God, storm, flood, theft and vandalism, telecommunication network failure, electronic blackouts and power surges.

Goods means any products, parts, materials, merchandise and other goods that We supply to You pursuant to any Quote, Order and/or these Terms.

Hire Period means the period of time that You agree to hire Equipment and/or Personnel as part of the Services or have Equipment and/or Personnel in Your possession, including all rollover, extended possession or agreed extension of time for the Equipment and/or Personnel.

Industrial Law means any industrial or employment contract, award, instrument, rule, statute or legislation and amended from time to time.

Insolvency Event means any circumstances where We reasonably believe that You are unable to pay Your debts as and when they fall due or You have suffered a material adverse change in Your financial circumstances.

Intellectual Property means all moral rights conferred under the Copyright Act 1968 (Cth) or equivalent laws, rights in Confidential Information, trademarks, domain names, business names, goodwill and reputation, designs, patents, copyright, circuit layout, plant varieties, processes, methods, inventions, product formulations and all other rights or forms of protection having an equivalent or similar nature or effect in any part of the world which subsist now or in the future, whether registered or unregistered, whether a right to apply for or renew or extend, and including all rights of action, powers and benefits of the foregoing.

Loss means any claim, demand, cause of action, loss and damage, liability, costs (including legal costs on an indemnity basis), expenses (including any GST payable) and is not limited by the Losses which were contemplated by the parties at the time of entering into these Terms.

Order means Your request to purchase Goods and Services.

Personnel means the labour hire personnel who We supply to You as part of the Services.

Placement Fee means the amount referred to in clause 15(b) of these Terms and calculated as follows:

Personnel Salary or Wages (ex. Superannuation)	Placement Fee Percentage
$0 to $54,999.99 per annum	12%
$55,000 to $74,999.99 per annum	14%
$75,000 to $99,999.99 per annum	16%
$100,000 and above per annum	18%

PPSA means: (a) the Personal Property Securities Act 2009 (Cth) (PPS Act) and any regulation made at any time under the PPS Act (each as amended from time to time); and (b) any amendment made at any time to any other legislation as a consequence of the PPS Act.

Quote means Our written description, proposal and price of the Goods and Services to be supplied to You, which is valid for 30 days.

Services means the:

(a) Ongoing maintenance services for industrial electrical equipment and systems using on-site Personnel;
(b) Job-based services, including installation, calibration, instrumentation, repair, thermal imaging, testing and tagging, inspections, labelling and other compliance services;
(c) Project-based services, including design, consultation, manufacture, fabrication and construction of industrial electrical equipment;
(d) Labour hire services, including recruiting and supplying Personnel to perform the Services for You on a temporary or long-term basis;
(e) Hire of Equipment; and
(f) Any other services specific to electrical safety, automation, evaluation, implementation and maintenance of safety protocols and technologies to ensure the protection of Personnel and compliance with regulatory standards in industrial or commercial settings, that We provide to You pursuant to any Quote, Order and/or these Terms.

Service Schedule means the document specifying the goods, scope of work, Equipment, Personnel, Hire Period and/or any other details for provision of the Services pursuant to these Terms.

Site means any place where You request Goods and Services to be supplied.

Supplier means Bonacci Electrical Pty Ltd (ABN 86 958 269 270) as supplying Goods and Services to You and includes any associated, related, subsidiary and parent companies, successors and assigns (all of which are referred to as “Us”, “We” and “Our”).

Supplier Material means any information, material or documents, whether in tangible or intangible form that is discovered, developed or has otherwise come into existence in the normal course of Our business and is generic to Our business processes or other customers outside these Terms, including all base code and Intellectual Property associated with such base code.

In these Terms:

(a) A reference to ‘Terms’ means these Terms and Conditions of Business;
(b) A Business Day is any day except Saturday, Sunday or a public holiday in the location where the Goods and/or Services are being supplied;
(c) A reference to writing includes email and any communication through Our website;
(d) A reference to a clause or paragraph is a reference to these Terms;
(e) A reference to a party to these Terms or any other document or arrangement includes that party’s executors, administrators, successors and permitted assigns;
(f) Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(g) Headings and any explanatory notes and paragraphs are for ease of reference only and do not affect the meaning or interpretation of these Terms;
(h) A reference to ‘including’ does not convey any limitation and should be interpreted as if the word ‘without limitation’ also appear; and
(i) If these Terms require something to be done on a day that is not a Business Day (for example, payment or notice), then it must be done on the preceding Business Day.

About these Terms

2. THIS AGREEMENT AND OUR RELATIONSHIPS

(a) The entire agreement between the parties for all Goods and Services that We supply to You is comprised of these Terms, special conditions listed on any Quote or Order, and the Service Schedule. Unless the parties otherwise agree in writing, these Terms apply to the extent of any inconsistency between documents.
(b) You warrant that You have obtained all the necessary authorisations to enter into and perform the agreement created by these Terms. You warrant that any person signing these Terms or instructing Us as to the Goods and Services has Your authority and power to do so.
(c) You accept these Terms by signing and returning a copy of them to Us or by other conduct, for example by oral acceptance, submitting an Order, or by instructing Us to supply Goods and Services.
(d) You engage Us to provide Goods and Services strictly as an independent contractor. We are not engaged as Your employee, partner, agent, joint venture or franchisee, nor is any other person working at Our direction.
(e) These Terms are interpreted according to the laws of Victoria (or the State or Territory in Australia where Goods, Equipment and/or Services are supplied). Proceedings by either party may be commenced and/or continued in the State or Territory We determine in Our sole discretion.

3. CHANGES AND UPDATES TO THESE TERMS

(a) You acknowledge and agree that We may update or alter Our standard terms and conditions of business from time-to-time.
(b) We will provide You with 7 days’ written notice of any proposed updates or variations to these Terms. Any such updated or varied Terms will apply to all Orders placed after the date of the notice, unless You object in writing within the notice period.
(c) Any updates, variations or changes that You request for the Terms, Goods or Services are subject to Our consent (which will not be unreasonably withheld) and will only apply if agreed to in writing by a duly authorised officer.
(d) You must notify Us in writing of any material change to Your organisation, including a change of director, shareholder, bank account details, contact details or change of address.
(e) The parties may only assign or transfer all or any of their title, estate, interest, benefit, rights, duties and obligations in these Terms to any person with the other parties’ written consent.
(f) You must not charge, encumber or otherwise deal with any of Your rights and obligations under these Terms without Our prior written consent.

How to Purchase Our Goods and Services

4. MINIMUM HIRE PERIODS

(a) We may impose minimum Hire Periods on Orders for provision of Personnel or hire of Equipment.
(b) Minimum Hire Periods are periods of time that We advise from time-to-time and are determined in Our reasonable discretion depending on the nature of the Goods and Services being supplied.
(c) Unless We otherwise agree in writing, You agree to take possession of and pay for the Equipment and/or the Personnel for the full Hire Period stipulated by the Service Schedule.
(d) You may request to shorten or extend the Hire Period, acceptance of which is in Our sole discretion and will not be unreasonably withheld.
(e) You agree to pay all charges and Additional Expenses associated with the Equipment and/or Personnel for the full Hire Period, plus any rollover or extension of the Hire Period.

5. PRICES, QUOTATIONS AND ORDERS

(a) We may issue a Quote to You, but a Quote is not an offer by Us to supply Goods and Services to You.
(b) We may vary or cancel any Quote before a corresponding Order is accepted.
(c) You may purchase Goods and Services by placing an Order with Us in writing. You warrant that the person who places the Order is authorised by You to do so.
(d) Any Order that includes Personnel must be placed at least 14 days before the Hire Period is intended to begin and include:
- i) Any qualifications, experience, licenses or training that the Personnel are required to have before commencing work;
- ii) The number of Personnel required;
- iii) The proposed Hire Period;
- iv) The proposed work to be done by the Personnel;
- v) Any Equipment or other material that the Personnel require to perform the Services.
(e) We may accept or decline any Order by notifying You in writing or by supplying the Goods and Services to You.
(f) We may ask You to pay a deposit for an Order in any amount that We advise from time-to-time. We are not required to accept Your Order until payment of the deposit has been made.
(g) You may cancel an Order up to 24 hours after We have accepted it. In all other situations You cannot cancel an Order without Our written consent.
(h) We cannot accept any cancellation of Orders for Goods that have been made to Your custom specifications, non-stocklist items or where production or work has commenced, unless You indemnify and pay Us for Loss that We incur as a result.
(i) Unless the parties otherwise agree in writing, the price You must pay for Goods and Services is specified in the Service Schedule, Our rates list that is current at the time You place Your Order and/or Our invoice.
(j) We have the right to revise, update or change the price of Goods and Services supplied under these Terms without notice to You before providing a Quote or before accepting Your Order.
(k) We have the right to revise, update or change the price of Goods and Services by giving You 7 days’ written notice when:
- i) Our scope of work changes, including where Site conditions differ from what We quoted, or You request additional Goods and Services or a variation to the Hire Period;
- ii) The price of specific Goods (such as copper cable or key materials) is subject to market rises;
- iii) Required by any Industrial Law, such as where award rates change;
- iv) According to Personnel’s qualifications, skills and experience;
- v) Any other variation to Our rates lists issued from time-to-time.

Getting the Goods and Services to You

6. DELIVERY

(a) You authorise Us to deliver Goods and Equipment, supply Services and direct Personnel to the Site nominated by You, and leave Goods and Equipment at the Site whether or not any person is there to accept delivery.
(b) The method of delivering any Goods and Equipment is at Our sole discretion.
(c) You must pay all Additional Expenses that We incur to supply Personnel and to deliver Goods and Equipment.
(d) We are not obliged to obtain a signed receipt or delivery docket, but if obtained, it constitutes conclusive evidence of Your acceptance.
(e) You acknowledge that supply and delivery times are estimates given in good faith.
(f) If We fail to deliver within a specified time due to factors beyond Our control or Your acts or omissions, You are not allowed to cancel Your Order, refuse delivery, or withhold payment.
(g) Delivery is deemed to occur when Goods/Equipment are handed to You or delivered to Site, or when Personnel arrive on Site.
(h) You agree to inspect Goods and Equipment immediately on delivery and notify Us within 24 hours of any issues.

7. SUPPLY OF SERVICES

(a) Specifications for Services are contained in the Order/s submitted from time-to-time.
(b) Services are provided with all due skill and care in accordance with Our professional standards.
(c) To facilitate supply of Our Services, You must:
- i) Provide all resources reasonably required, including accurate instructions, Site measurements, plans, licences, permits, and traffic management systems;
- ii) Provide and maintain a suitable and safe Site compliant with occupational health and safety (OH&S) legislation;
- iii) Provide clear, close and easy access to the Site;
- iv) Erect and maintain all necessary Site amenities, including power, water, scaffolding, barricades, and lighting;
- v) Provide adequate storage and protection for Our Equipment at the Site.

Responsibilities & Obligations

8. HIRING OUR PERSONNEL

What We Must Do:

(a) We will supply Personnel who are appropriately qualified, skilled, and licensed, and ensure all Personnel have the right to work in Australia under the Migration Act 1958 (Cth).
(b) We are responsible for payment of remuneration, superannuation, leave, awards under Industrial Law, payroll tax, standard PPE, public liability insurance, and workers’ compensation insurance.

What You Must Do:

(c) You must comply with Industrial Law, conduct Site and safety inductions prior to work commencing, maintain safe work systems, provide specialty PPE unique to Your site, obtain necessary permits, supervise and instruct Personnel adequately, and review, sign and submit accurate weekly timesheets.
(d) You must provide at least 7 days’ written notice of any change to the quantity of Personnel required or changes to their scope of work.

9. HIRING EQUIPMENT

(a) Before taking possession, You must inspect Equipment and satisfy Yourself of its suitability. You must insure Equipment for its full replacement value against loss, damage, public liability, and third-party risks during the Hire Period.
(b) During the Hire Period, You must operate Equipment in a skilful manner, maintain safety signs and instruction manuals, keep Equipment in good repair, and prevent loss, theft, or damage.
(c) You must not affix Equipment to land, move it from the Site, sell, charge or encumber it, or attempt repairs without Our prior written consent.
(d) You are responsible for all loss or damage to Equipment during the Hire Period, including full replacement or repair costs.

How to Pay for Our Goods and Services

10. CREDIT ACCOUNTS

(a) You may apply for a Credit Account with Us. We have no obligation to extend credit facilities.
(b) You authorise Us to debit Your Credit Account with the price of Goods and Services supplied and all applicable Additional Expenses.

11. PAYMENT

(a) You must pay for Goods and Services on or before the Due Date listed on Our invoice.
(b) All amounts are exclusive of GST unless stated otherwise. GST must be paid at the same time as payment for Goods and Services.
(c) If You do not pay by the Due Date, We may charge interest on overdue amounts at 4% per annum above the Reserve Bank of Australia cash rate, calculated and compounded daily. We may also suspend ongoing supply of Goods and Services.

Managing Issues That Arise

12. RISK AND OWNERSHIP

(a) Risk in Goods and Equipment passes to You upon delivery to Site. Legal ownership of Goods remains with Us until all invoices and monies owed on any account are paid in full.
(b) Legal ownership of Equipment remains with Us at all times.
(c) Until legal ownership of Goods passes, You hold Goods as bailee for Us and must store them separately and recognisably.

13. RETURNS

(a) Claims for incorrect quantities, damage, or short supply must be lodged in writing within 24 hours of delivery.
(b) Custom-manufactured Goods, non-stock items, or Goods damaged by incorrect handling/storage after delivery cannot be returned.

14. MAINTENANCE, LOSS AND DAMAGE OF EQUIPMENT ON HIRE

(a) You are responsible for any loss, theft, breakdown, or damage to Equipment on hire unless directly caused by Us.
(b) If Equipment breaks down, You must immediately stop using it, notify Us, and take steps to prevent injury or further damage.

15. POACHING PERSONNEL

(a) You must not directly or indirectly employ or engage any Personnel supplied by Us during the Hire Period or within 12 months after the Hire Period ends without Our prior written consent.
(b) If You breach this provision, You agree to pay Us a Placement Fee as set out in Clause 1 (Glossary).

Making Sure We Get Paid

16. PERSONAL PROPERTY SECURITIES ACT 2009 (CTH)

(a) You acknowledge that these Terms constitute a Security Agreement under the PPSA, granting Us a Security Interest and Purchase Money Security Interest (PMSI) in all Goods, Equipment, and proceeds to secure payment.
(b) You grant Us a General Security Agreement over all present and after-acquired personal property (Collateral) to secure payment for Services supplied.
(c) To the extent permitted by law, You waive Your rights to receive verification statements or notices under sections 95, 118, 121(4), 125, 130, 132, 135, 142, 143, and 157 of the PPSA.

How We Reduce Risk

17. WARRANTIES AND EXCLUSIONS

(a) Our Goods and Services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL).
(b) To the fullest extent permitted by law, We give no other express warranties beyond standard statutory guarantees and applicable manufacturer warranties.
(c) Warranties do not cover damage caused by normal wear and tear, misuse, failure to follow instructions, improper maintenance, unauthorised alterations, power surges, or Force Majeure.

18. LIMITATION OF LIABILITY

(a) To the extent permitted by law, Our aggregate liability to You for Loss in connection with Goods and Services is limited to resupplying the Goods/Services, repairing the Goods, or refunding the amount paid for the specific Goods/Services.
(b) We are not liable for any indirect, consequential, special, or economic loss, including loss of profits, loss of revenue, operational downtime, or third-party claims.

19. INDEMNITIES

(a) You agree to indemnify Us against all Losses, damages, liabilities, and legal costs (on a solicitor-client indemnity basis) incurred by Us arising from Your breach of these Terms, negligence, failure to provide a safe Site, or misuse of Goods/Equipment.

Ending Our Agreement

20. DISPUTE RESOLUTION

(a) In the event of a dispute, the party alleging the dispute must give written notice to the other party. Senior management must attempt to resolve the dispute within 30 days.
(b) If unresolved, either party may elect to refer the dispute to commercial mediation via the Australian Disputes Centre (ADC) before commencing court proceedings.

21. SUSPENSION AND TERMINATION

(a) We may suspend or terminate supply of Goods and Services immediately upon written notice if You fail to pay an invoice by the Due Date, breach a material obligation, or suffer an Insolvency Event.
(b) Upon termination, all outstanding monies become immediately due and payable, and We reserve the right to repossess all Equipment and unpaid Goods.

Other Information

22. PRIVACY

We collect and handle personal and credit information in accordance with the Privacy Act 1988 (Cth) and Australian Privacy Principles.

23. CONFIDENTIALITY

Each party agrees to keep Confidential Information confidential and only use it for the purposes of performing obligations under these Terms.

24. INTELLECTUAL PROPERTY

We retain all ownership rights in Our pre-existing Intellectual Property, Supplier Material, designs, drawings, and generic solutions. Deliverables paid for in full vest in You, subject to Our underlying IP rights.

25. GENERAL

(a) These Terms are governed by the laws of Victoria, Australia.
(b) If any provision is held to be invalid or unenforceable, it will be severed, and remaining provisions continue in full force.
(c) Notices and invoices may be served via email pursuant to the Building and Construction Industry Security of Payment Act 2002 (Vic) or equivalent state legislation.

Bonacci Electrical Pty Ltd (ABN 86 958 269 270) — Terms and Conditions of Business (Version August 2026)