Commercial
Terms & Conditions

1. Definitions

1.1 Agreement means the accepted Quotation, these Terms, approved Variations and any other document expressly agreed in writing by Coquest.

1.2 Client means the person or entity requesting or accepting the Goods or Services and includes its authorised representatives.

1.3 Coquest means Electropica Pty Ltd ABN 67 635 955 921 trading as Coquest.

1.4 Goods means equipment, materials, parts, software, documents and other items supplied or procured by Coquest.

1.5 Services means all labour, works, design consultation, maintenance, testing, programming, commissioning, hire and related services described in the Quotation.

1.6 Quotation means Coquest’s written quotation, estimate, proposal, schedule of rates or other offer.

1.7 Variation means a change to scope, sequence, quantity, quality, timing, method, access assumptions or other requirement of the Agreement.

1.8 Site means any place at which Goods or Services are supplied, stored, installed, tested or commissioned.

1.9 Business Day means a day other than a Saturday, Sunday or public holiday in Queensland.

2. Formation and priority

2.1 The Client accepts the Agreement by signing or electronically accepting the Quotation, issuing a purchase order, instructing Coquest to proceed, providing access, accepting delivery, or allowing Services to commence.

2.2 A purchase order is evidence of acceptance and is not a counter-offer. Terms printed on or linked from a Client purchase order do not apply unless expressly accepted in writing by an authorised representative of Coquest.COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 11 

2.3 The order of precedence is: any separately signed special conditions; the accepted Quotation; approved Variations; these Terms; and then other agreed documents.

2.4 If mandatory law or a head contract applies and cannot be contracted out of, it prevails to that extent only.

3. Quotations and pricing

3.1 A Quotation is valid for 30 days unless it states otherwise and may be withdrawn before acceptance.

3.2 Unless expressly stated, prices exclude GST, authority fees, permits, utility charges, specialist testing, hazardous-material handling, after-hours work, travel, accommodation, freight, cranage and work outside the stated scope.

3.3 An estimate is not a fixed price. Where work is performed on a schedule-of-rates, do-and-charge, emergency or investigative basis, the Client must pay actual labour, travel, plant, materials, subcontractor and other costs at the applicable rates.

3.4 Coquest may adjust prices for a Client-caused delay, changed law or tax, currency movement, manufacturer increase, freight increase, shortage or other cost increase arising after the Quotation and outside Coquest’s reasonable control, but only to the extent reasonably attributable to the event and notified to the Client.

3.5 Quantities and allowances are subject to remeasurement unless the Quotation expressly states they are fixed.

4. Scope and exclusions

4.1 Coquest is required to perform only the Goods and Services expressly identified in the Quotation.

4.2 Work not expressly included is excluded, including rectification of concealed defects, pre-existing non-compliance, asbestos or hazardous materials, undocumented services, structural work, utility upgrades, network or cybersecurity remediation and third-party equipment faults unless specifically allowed for.

4.3 A quotation based on plans, photographs, descriptions or remote information is subject to verification at Site.

4.4 Coquest may use methods, personnel, subcontractors and sequencing it reasonably considers appropriate, subject to the Agreement and applicable law.

5. Client responsibilities

5.1 Provide accurate and complete information, drawings, specifications, asset data, service locations, operating requirements, site rules and instructions in sufficient time.

5.2 Nominate an authorised representative who may give instructions and approve Variations.COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 12 

5.3 Provide safe, timely and unobstructed access, inductions, permits, escorts, isolations, shutdown windows, amenities, storage and facilities reasonably required.

5.4 Disclose all known hazards, contamination, asbestos, confined spaces, explosive atmospheres, biological hazards, security restrictions and operational risks.

5.5 Obtain landowner, body corporate, utility, network, government and other approvals unless expressly included in Coquest’s scope.

5.6 Back up data, programs, settings and records before Coquest works on control, communications, computing or automation systems.

5.7 Operate and maintain completed systems in accordance with instructions, standards and manufacturer requirements.
5.8 Ensure no other contractor interferes with Coquest’s work, equipment, isolations or temporary arrangements.

6. Site conditions and latent conditions

6.1 The price assumes Site conditions reasonably apparent from the information made available and any inspection undertaken.

6.2 Latent or unexpected conditions include rock, groundwater, unstable ground, contamination, asbestos, concealed services, incorrect drawings, inaccessible equipment, undocumented modifications, vermin damage, corrosion, failed existing equipment and conditions that differ materially from the stated assumptions.

6.3 Coquest may stop affected work, make the area safe and notify the Client. Resulting investigation, delay, redesign, protection, removal, disposal and additional work are a Variation.

6.4 Coquest is not responsible for damage to underground or concealed services where their existence or accurate location was not disclosed, marked or reasonably identifiable, except to the extent caused by Coquest’s failure to exercise reasonable care.

7. Safety, electrical isolation and controlled sites

7.1 Coquest may refuse, suspend or alter work where it reasonably considers conditions unsafe, unlawful or inconsistent with its safety procedures.

7.2 Live electrical work will only be performed where lawful, justified, risk assessed and authorised. Additional controls, standby personnel and costs are a Variation unless included.

7.3 The Client must not energise, operate, alter or interfere with equipment under Coquest’s control without authorisation.

7.4 At correctional centres, government sites, airports, health facilities and other controlled sites, security screening, escorts, restricted tools, access delays, lockdowns and interrupted work may affect time and cost. Delays outside Coquest’s control are chargeable where reasonably incurred.COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 13 

7.5 Coquest may remove personnel from a Site in response to abusive, threatening, unsafe or unlawful conduct.

8. Variations

8.1 A Variation may be requested by either party or arise from an instruction, changed condition, omission, acceleration, delay, access restriction, legal requirement, safety requirement or work reasonably necessary to complete the agreed purpose.

8.2 Where practicable, Coquest will provide the price or pricing basis before carrying out a Variation.

8.3 The Client approves a Variation by written or electronic approval, verbal instruction confirmed in writing, signing a site record, issuing a purchase order, or knowingly allowing varied work to proceed.

8.4 In an emergency, safety incident, breakdown or risk to property, environment, essential services or operations, Coquest may perform work reasonably necessary to isolate, stabilise, protect or restore the system without prior written approval. The Client must pay the reasonable cost.

8.5 A Variation may include additional labour, supervision, travel, plant, materials, subcontractors, overhead, margin, delay and remobilisation costs, plus a reasonable extension of time.

9. Time, delays and extensions

9.1 Dates and response times are estimates unless expressly stated as binding.

9.2 Coquest is entitled to a reasonable extension of time for delay caused by the Client, Site access, approvals, other contractors, utilities, supply shortages, latent conditions, weather, emergency priorities, industrial action, force majeure or other causes outside Coquest’s reasonable control.

9.3 The Client must pay reasonable standby, delay, storage, demobilisation, remobilisation and escalation costs resulting from a Client-caused delay or suspension.

9.4 Coquest will take reasonable steps to mitigate delay but is not required to incur acceleration or overtime costs unless agreed as a Variation.

10. Supply, delivery and risk in Goods

10.1 Delivery dates are estimates and depend on supplier and transport availability.

10.2 Risk in Goods passes to the Client on delivery to the Site or the Client, or when the Goods are installed, whichever occurs first, except to the extent loss is caused by Coquest’s negligence while the Goods remain in its custody.

10.3 The Client must provide secure and weatherproof storage. Loss, theft, damage or deterioration after risk passes is the Client’s responsibility.COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 14 

10.4 Coquest may substitute a reasonably equivalent product where the specified product is unavailable, subject to Client approval where the substitution materially changes performance, appearance or maintenance requirements.

10.5 Special-order, configured or custom-made Goods may not be returnable. Approved returns may be subject to supplier and handling charges.

11. Retention of title and PPSA

11.1 Legal title to Goods does not pass until Coquest receives all amounts owing for those Goods and the relevant Services.

11.2 Until title passes, the Client must keep Goods identifiable, properly protected and not sell, dispose of or encumber them other than in the ordinary course of business.

11.3 If payment is overdue and lawfully permitted, Coquest may require return of unpaid Goods and may enter premises at a reasonable time to recover readily removable Goods, provided it complies with applicable law and avoids unreasonable damage.

11.4 The Client grants Coquest a security interest in Goods supplied and their proceeds for the purposes of the Personal Property Securities Act 2009 (Cth) and must reasonably assist with registration or enforcement. The Client must not register or permit a competing interest over unpaid Goods.

11.5 Nothing in this clause authorises removal where removal would be unsafe, unlawful, damage real property disproportionately, or conflict with mandatory consumer rights.

12. Subcontractors and suppliers

12.1 Coquest may engage suitably qualified subcontractors and suppliers.

12.2 Coquest remains responsible for its contractual obligations, subject to the Agreement. Manufacturer, utility, network-provider and other independent third-party acts, omissions and delays are outside Coquest’s control, but Coquest will provide reasonable assistance with valid warranty or performance claims.

12.3 Where the Client nominates or directly engages a supplier or contractor, Coquest is not responsible for that party’s work, delay, solvency 

13. Client-supplied equipment and existing systems

13.1 The Client warrants that Client-supplied equipment, software, materials and instructions are suitable, lawful, safe and compatible for the intended purpose.

13.2 Coquest may inspect or test Client-supplied items but is not taken to have accepted responsibility for hidden defects, design suitability, cybersecurity, licensing or manufacturer performance.

13.3 Existing systems may contain defects, obsolete components, undocumented changes or incompatibilities. Coquest is not responsible for pre-existing conditions or failures that become COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 15 

apparent during testing, isolation, reconnection or commissioning, except to the extent caused by Coquest’s failure to exercise due care and skill.

13.4 Rectification, adaptation or replacement of unsuitable Client-supplied or existing equipment is a Variation.

14. Automation, SCADA, PLC, telemetry and cybersecurity

14.1 The Client must identify operational, process-safety, redundancy, cybersecurity, remote-access, data-retention and availability requirements before work commences.

14.2 Testing or programming may require shutdowns, restarts, communication interruption and temporary operation outside automatic mode. The Client must provide appropriate operational supervision and contingency arrangements.

14.3 Unless expressly included, Coquest does not warrant uninterrupted communications, mobile coverage, cloud availability, third-party platform availability or protection against all cyber threats.

14.4 The Client must maintain appropriate backups, access control, password management, network segregation, patching and incident-response arrangements after handover.

14.5 Coquest may retain a secure archival copy of software and configuration created or modified by it for support, warranty, recordkeeping and legal purposes.

14.6 Remote access will only be used where authorised and may be withdrawn where Coquest reasonably considers access insecure or unlawful.

15. Intellectual property and project documents

15.1 Each party retains ownership of intellectual property it owned or developed independently of the Agreement.

15.2 Subject to full payment, the Client receives a non-exclusive, non-transferable licence to use project-specific drawings, settings, reports, PLC code, SCADA configuration and other deliverables supplied by Coquest solely to operate, maintain and repair the relevant Site or asset.

15.3 Coquest retains ownership of templates, libraries, standard logic, tools, methods, know-how, calculations, panel concepts, generic code and reusable materials.

15.4 The Client must not sell, commercialise, publish or use Coquest intellectual property for another project without written permission.

15.5 The Client grants Coquest a licence to use Client materials as reasonably necessary to perform the Agreement.

15.6 Coquest may withhold editable source files, passwords or native design files until all amounts are paid, provided this does not prevent compliance with mandatory safety or legal obligations.

16. Testing, commissioning and completion

16.1 Testing and commissioning will be performed to the extent stated in the Quotation and reasonably practicable with available plant, process, utilities, loads and access.

16.2 The Client must provide operating personnel, product, water, fuel, network access, loads, shutdowns and other conditions needed for functional testing unless included in scope.

16.3 Where full testing cannot occur for reasons outside Coquest’s control, Coquest may complete available testing and return later as a Variation.

16.4 Services are practically complete when they are substantially complete and capable of their intended use, despite minor omissions or defects that do not prevent safe use.

16.5 Use, energisation, occupation or operation of the work by the Client is evidence of practical completion unless the Client promptly identifies a material reason otherwise.

16.6 Handover documents will be provided in Coquest’s standard format unless another format is agreed.

17. Flow measurement, calibration and validation

17.1 Meter accuracy and validation depend on installation conditions, straight lengths, flow profile, pipe condition, grounding, process stability, access, reference equipment and manufacturer requirements.

17.2 Unless expressly warranted, a validation or test report records performance at the time and conditions of testing and is not a guarantee of future accuracy.

17.3 NMI, regulatory or authority acceptance remains subject to applicable law and the relevant authority’s requirements. Rectification of non-compliant existing installations is excluded unless stated.

17.4 The Client is responsible for maintaining access, seals, pipework, power, communications and process conditions after testing.

18. Generators, temporary power and hired equipment

18.1 The Client must provide accurate load details, starting currents, load sequence, power quality requirements, earthing arrangement, connection point and environmental conditions.

18.2 Unless Coquest expressly designs the temporary-power arrangement, the Client is responsible for determining operational priorities and load-shedding requirements.

18.3 Fuel, daily checks, security and operation are the Client’s responsibility unless included. Only authorised competent persons may operate hired equipment.

18.4 The Client must immediately stop and report unsafe, abnormal or damaged equipment.

18.5 The Client is responsible for loss or damage to hired equipment while under its control, excluding fair wear and tear or loss caused by Coquest’s breach.COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 17 

18.6 Emergency and temporary power reduce but do not eliminate outage risk. Coquest does not guarantee uninterrupted supply unless expressly agreed.

19. Civil, excavation, cranage and access work

19.1 Civil, excavation, lifting and access work is based on disclosed Site conditions and service information.

19.2 The Client must identify boundaries, easements, services, structural limits, access routes and ground-bearing capacity.

19.3 Spoil removal, contaminated material, dewatering, rock excavation, traffic control, reinstatement beyond the stated allowance and engineering certification are excluded unless stated.

19.4 Lifting is subject to equipment capacity, setup area, ground conditions, weather, exclusion zones and lift planning. Coquest may postpone a lift where conditions are unsuitable.

19.5 Minor surface disturbance and reasonable access impacts inherent in the agreed work are not defects.

20. Emergency and breakdown services

20.1 Emergency attendance is provided on a best-endeavours basis. Attendance and restoration times are not guaranteed and depend on personnel, travel, weather, access, parts, safety and competing emergencies.

20.2 Emergency work may initially be limited to diagnosis, isolation, temporary repair or risk reduction. Permanent rectification may require a separate Quotation or Variation.

20.3 Callout, travel, overtime, minimum attendance, freight and procurement charges apply at the rates notified or normally charged by Coquest.

20.4 The Client must maintain contingency, redundancy and business-continuity arrangements appropriate to the criticality of its operations.

21. Invoices and payment

21.1 Unless the Quotation states otherwise, invoices are due 30 days from the invoice date.

21.2 Coquest may issue deposits, progress claims, milestone claims, claims for stored or procured Goods, and a final claim.

21.3 The Client must notify Coquest in writing of a genuine invoice dispute within 5 Business Days, identifying the disputed amount and reasons, and must pay the undisputed balance by the due date.

21.4 No set-off, deduction, counterclaim, retention or withholding is permitted unless expressly agreed or required by law.

21.5 Payments are applied first to recovery costs and interest, then to the oldest outstanding invoice, unless law requires otherwise.

21.6 For construction work or related goods and services, an invoice may constitute a payment claim under the Building Industry Fairness (Security of Payment) Act 2017 (Qld). Nothing in the Agreement limits a statutory payment right or remedy.

22. Overdue amounts, credit and recovery

22.1 Interest accrues on overdue amounts at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily, or the maximum lawful rate if lower.

22.2 The Client must reimburse reasonable external debt-recovery and legal costs actually incurred in recovering overdue amounts, to the extent permitted by law.

22.3 Coquest may review, reduce or withdraw credit terms and require payment in advance where it reasonably believes the Client’s credit risk has materially increased.

22.4 Acceptance of a late or partial payment does not waive Coquest’s rights.

23. Suspension and termination

23.1 Coquest may suspend supply on reasonable notice if payment is overdue, the Client materially breaches the Agreement, access is denied, conditions are unsafe, or the Client becomes insolvent, subject to applicable law.

23.2 Where urgent safety, security or insolvency risk exists, suspension may be immediate.

23.3 The Client must pay reasonable suspension, protection, storage, demobilisation and remobilisation costs where suspension results from the Client’s breach or risk.

23.4 Either party may terminate for a material breach not remedied within 10 Business Days after written notice, or immediately for an irremediable serious breach or insolvency where legally permitted.

23.5 On termination, the Client must pay for Goods ordered, work performed, commitments made, demobilisation and other reasonable costs up to termination. Accrued rights survive termination.

24. Warranties and defects

24.1 Coquest warrants that Services will be performed with due care and skill, by appropriately qualified personnel, and substantially in accordance with the agreed scope.

24.2 The Client must notify Coquest promptly after discovering an alleged defect and provide a reasonable opportunity to inspect and rectify it.

24.3 Unless the Quotation states otherwise, Coquest’s workmanship warranty period is 12 months from practical completion. This contractual period does not reduce any non-excludable statutory right.

24.4 Manufacturer warranties apply to third-party Goods. Coquest will reasonably assist with a valid claim, but labour, travel, removal, freight, access and reinstatement are chargeable unless covered by the manufacturer or required by law.COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 19 

24.5 Warranty does not cover fair wear and tear, misuse, lack of maintenance, unauthorised alteration, abnormal supply, process conditions, corrosion, vermin, flood, lightning, surge, contamination, communications failure, consumables, Client-supplied items or defects in existing systems, except to the extent caused by Coquest’s breach.

24.6 Where legally permitted, Coquest may choose to repair, replace, reperform or refund the affected portion as the appropriate remedy.

25. Australian Consumer Law

25.1 Nothing in the Agreement excludes, restricts or modifies a consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.

25.2 Where Goods or Services are not ordinarily acquired for personal, domestic or household use or consumption and the law permits, Coquest’s liability for failure to comply with a consumer guarantee is limited, at Coquest’s option, to repair, replacement or resupply, or the reasonable cost of those remedies.

25.3 Any limitation is subject to the Australian Consumer Law and does not apply where it would not be fair or reasonable or where the law prohibits the limitation.

26. Liability

26.1 Each party is responsible for loss to the extent caused by its breach, negligence or wilful misconduct.

26.2 To the extent permitted by law, neither party is liable to the other for indirect or consequential loss that was not reasonably foreseeable when the Agreement was formed. For business Clients, this includes loss of profit, revenue, production, opportunity, goodwill or data, except to the extent such loss arises from personal injury, damage to tangible property, fraud, wilful misconduct, breach of confidentiality, infringement of intellectual property, or liability that cannot be excluded.

26.3 To the extent permitted by law, Coquest’s aggregate liability arising from an Agreement is limited to the greater of the amount paid or payable under that Agreement and the amount recoverable under Coquest’s applicable insurance for the claim.

26.4 The liability cap does not apply to fraud, wilful misconduct, personal injury or death caused by negligence, or liability that cannot legally be limited.

26.5 A party claiming loss must take reasonable steps to mitigate it.

26.6 Coquest does not provide professional engineering certification or other professional services requiring professional indemnity insurance unless expressly stated in the Quotation and lawfully arranged. Design consultation is limited to practical contractor input unless otherwise agreed.COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 20 

27. Indemnities

27.1 The Client indemnifies Coquest against third-party claims and direct loss to the extent caused by the Client’s breach, negligence, unsafe Site, inaccurate information, infringement in Client materials, or unauthorised operation or alteration of the work.

27.2 The indemnity is reduced to the extent the loss was caused or contributed to by Coquest or a person for whom Coquest is responsible.

27.3 Neither party is required to indemnify the other for penalties imposed personally on the other party, or for loss that cannot lawfully be transferred.

28. Insurance

Coquest will maintain the insurance stated in the Quotation or otherwise required by law. The Client must maintain insurance appropriate to its Site, property, operations, business interruption, cyber risk, existing plant and Client-controlled hired equipment. Evidence of insurance must be provided where reasonably requested.

29. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including cyclone, flood, severe weather, fire, epidemic, war, civil disturbance, industrial action, utility outage, transport interruption, supplier failure, government action or widespread communications failure. The affected party must notify the other and take reasonable steps to mitigate. Payment obligations for Goods and Services already supplied are not excused. If the event continues for more than 60 days and substantially prevents performance, either party may terminate the affected unperformed portion on written notice.

30. Confidentiality

Each party must protect confidential information received from the other and use it only for the Agreement, except where disclosure is required for performance, to professional advisers and insurers under confidentiality obligations, or by law. Coquest may identify the Client and provide a high-level description of completed work in capability statements only with the Client’s consent or where the information is already public.

31. Dispute resolution

31.1 A party claiming a dispute must give written notice describing the issue and desired outcome.

31.2 Authorised representatives must meet or confer in good faith within 10 Business Days.

31.3 If unresolved after a further 10 Business Days, either party may propose mediation administered by the Resolution Institute or another agreed mediator in Queensland, with costs shared equally unless agreed otherwise.COQUEST | LEGAL & COMMERCIAL PACK | JULY 2026Page 21 

31.4 Neither party may commence court proceedings until the negotiation step has occurred, except for urgent injunctive relief, debt recovery, insolvency action, statutory adjudication or another remedy that could be prejudiced by delay.

31.5 Nothing limits rights under security-of-payment legislation or another mandatory statutory process.

32. Notices

A notice may be delivered personally, by prepaid post or by email to the addresses stated in the Quotation or most recently notified. An email is taken received when it enters the recipient’s information system without an automated failure notice, but an email received after 5:00 pm or on a non-Business Day is taken received on the next Business Day.

33. General

33.1 The Agreement is the entire agreement about its subject matter and replaces prior representations, except for fraud.

33.2 A waiver must be in writing and applies only to the specific instance.

33.3 If a provision is invalid or unenforceable, it is read down to the minimum extent necessary or severed, without affecting the remainder.

33.4 The Client may not assign the Agreement without Coquest’s consent, not to be unreasonably withheld. Coquest may assign receivables or the Agreement as part of a business restructure or sale, provided this does not materially reduce the Client’s rights.

33.5 The relationship is that of independent contractor. Nothing creates employment, partnership, agency or fiduciary relationship.

33.6 Electronic signatures, electronic acceptance and counterparts are valid.

33.7 Headings do not affect interpretation. “Including” is not limiting. A reference to law includes amendments and replacements.

34. Governing law

The Agreement is governed by the laws of Queensland, Australia. Subject to the dispute-resolution clause, the parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction in Queensland.