| 1. Creation of Contract |
| 1.1 |
These terms will form the contract between Supplier and a buyer of its Products
(“Customer”). |
| 1.2 |
Supplier’s quote will be valid for up to 30 days from its date, unless extended in
writing by Supplier. |
| 1.3 |
Supplier may vary or revoke a quote at any time before accepting an order. |
| 1.4 |
No verbal quote will be binding until confirmed in writing by Supplier. |
| 1.5 |
Supplier will have discretion to accept or reject a Customer’s order within 3 days of
receipt. |
| 1.6 |
Customer cannot cancel an order after acceptance by Supplier. Acceptance by
Supplier will be in the form of verbal or written notification of receipt of the
customers purchase order. |
| 1.7 |
If Supplier agrees to a variation of an order after acceptance it may do so on such
conditions as it thinks fit. |
|
| 2. Prices and Payment |
| 2.1 |
Prices quoted by Supplier exclude all goods and services tax (GST) payable by
Customer except noted otherwise. GST will be paid at the same time Products are
paid for. |
| 2.2 |
Supplier may increase quoted price due to increased cost of labour or components or
a change in any applicable federal or state award or regulation, but Supplier must
notify Customer in writing of any such increase before delivery. |
| 2.3 |
Supplier's invoices are payable in full by the said terms as from the invoice date. |
| 2.4 |
Payment terms for orders unless otherwise agreed to be 50% on order and balance
payable on installation. The exception to this is only when Time & Attendance
software and configuration is included in the quote, where this is the case the
payment method will be 50% Deposit, 40% on installation of the hardware and 10%
when the Installation completion Certificate has been signed. |
| 2.5 |
Any account not paid within the time specified on the invoice or 7 days of delivery
will be liable for interest at the rate of 15% per annum and such interest will be added
to the account (capitalized) at the end of each month and form part of the principal
debt. |
| 2.6 |
Any account outstanding for more than 60 days will be liable to meet in full the
sellers debt recovery, legal costs and/or commissions and internal accounting charges
(recovery fees) and such recovery fees will be added to the buyers account and form
part of the principal debt. |
| 2.7 |
Acceptance of our goods, services or quotation is automatic acceptance of these terms
and conditions. |
|
| 3. Title to Products and Risk of Damage |
| 3.1 |
Title to Product will not pass to Customer until Supplier receives full payment in
cleared funds. |
| 3.2 |
The risk of damage to Products will pass to Customer on the Products leaving
Supplier's premises, unless Supplier confirms different arrangements in writing. |
| 3.3 |
If Customer does not pay for Products as required by clause 2, it irrevocably
authorises Supplier, by its agent or employees, to enter Customer's premises and
repossess the Products. |
| 3.4 |
Customer must keep Products separate from its general stock in a secure location and
in good condition until it makes full payment for them to Supplier. |
|
| 4. Packing and Delivery |
| 4.1 |
Supplier's quoted prices include its standard level of packing but do not include
returnable packing case deposits for which credit will be raised if returned in
reasonable condition within 6 months of delivery. |
| 4.2 |
Customer must specify any particular packing requirements when placing its order
and the additional cost will be added to Customer's invoice. |
| 4.3 |
Supplier will use its best efforts to deliver Products by any date specified in
Customer's order. |
| 4.4 |
Supplier will not be responsible for loss allegedly incurred by Customer if delivery is
delayed for reasons beyond its direct control. Delivery may be made in more than one
shipment. |
| 4.5 |
Customer has no right to reject delivery if Supplier increases or decreases the quantity
of Products by up to 2.5 percent. If undersupply is not acceptable, Customer must
inform Supplier at time of order and Supplier can oversupply by up to 5%. |
| 4.6 |
In case of a variation covered by clause 4.5, the parties will make necessary
adjustments to the invoiced amount. |
|
| 5. Supplier's Warranty |
| 5.1 |
Customer will be treated as having accepted Products unless it sends a written notice
of any defects of Supplier within 7 days from the delivery date. |
| 5.2 |
Supplier guarantees Products against any defects in workmanship or materials which
are notified to it in writing within the products warranty period. |
| 5.3 |
Subject to clause 6.2, Supplier will repair or replace at its discretion any Products that
fall within clause 5.2. |
| 5.4 |
Supplier will have no liability to pay for repairs that are carried out without its prior
written consent. |
| 5.5 |
If returned Products do not fall within the guarantee in clause 5.2, Customer will pay
Supplier's cost of inspecting and returning Products to Customer. Rate payable is
calculated as 20% of the total balance. |
|
| 6. Limitations on Supplier's Liability |
| 6.1 |
Customer agrees that Supplier will have no liability for any consequential financial
loss allegedly incurred by Customer if Products contain a defect within clauses 5.2 |
| 6.2 |
The maximum liability of Supplier to repair or replace Products will not exceed the
gross value of its invoice for the relevant Products. |
| 6.3 |
Customer agrees that, to the maximum extent legally allowed, all general law or
statutory liabilities imposed on Supplier are excluded. |
|
| 7. Intellectual Property Rights and Indemnity |
| 7.1 |
If Products are supplied according to Customer's design or specifications Customer
warrants that it has full right to the relevant design or specifications and will
indemnify Supplier and keep it indemnified against liability for any infringement of
the true owner's rights to the relevant design or specifications. |
|
| 8. General |
| 8.1 |
The laws of New South Wales govern these terms. |
| 8.2 |
The parties will submit any dispute arising under these terms to the courts of that state
for resolution.
|
| 8.3 |
These terms reflect the entire contract between the parties for the supply of the
Product and supersede any prior negotiations.
|
|
