1. Quotation: Quotations shall remain valid for 30 days.
2. Once quotation is accepted or purchase order issued, it cannot be recalled or cancelled. Full price will be charged.
3. Leases end on the last day of the calendar month.
4. Price: Prices shall be in Australian dollars and shall be lump sum and subject to escalation, unless expressly agreed otherwise.
5. Extent of Work: The extent of work shall be as detailed in the Scope of Work of the Vendor (CORTEX) and all other documents referred to therein.
6. Property in Goods:
i. Notwithstanding any agreed terms of payment the goods are not sold or delivered on credit but on condition that the ownership of the goods shall remain with the vendor and no property in the goods whether legal or equitable shall pass from the vendor and that the goods will be held by the customer as bailee and will be stored separately and in such manner that they can be readily identified as the property of the vendor until payment of the full price has been received: a. of all goods the subject of this contract, and b. of all other goods the subject of any other contract between the vendor and the customer.
ii. Notwithstanding the provisions of 6.1 above, all goods after delivery are at the customers risk and must be paid for notwithstanding the destruction thereof or any damage thereto however caused.
iii. If the customer fails to pay for the goods on the due date (or fails to pay any instalment in which case the whole outstanding balance shall immediately become due) or if the customer goes into receivership or is declared bankrupt (or any equivalent thereof) or enters into a composition with its creditors or if the customer, being a company, goes into liquidation or into receivership or is otherwise declared insolvent or prohibited from trading, then the customer shall immediately notify the vendor thereof and shall, upon demand make orally or in writing by or on behalf of the vendor, deliver the goods or cause the goods to be delivered up to the vendor or to the vendor's order.
iv. In the event of the determination or repudiation of the contract (howsoever occurring) the vendor is hereby irrevocably authorised to enter onto the premises of the customer and repossess the goods and any other goods in the customer's possession the property of which is vested in the vendor.
v. The customer will keep the goods free from harm and will indemnify the vendor against any charge, lien or encumbrance thereon.
vi. If the customer should make a new object of whatever nature from the goods the subject of this contract, or mix the goods with any other object or objects or material, or cause or permit to be attached to the goods any new object or objects or material, or if the goods in any way whatsoever become constituent of any other object the customer will store such object or objects separately and the vendor will be given legal and equitable ownership of such new object or objects. This transfer of ownership shall be deemed to have taken place at the moment there is attached to the goods the subject of this contract any new object or objects or that such goods are converted into a new object or are mixed with or become a constituent of any other object. Until such time as payment has been made as stipulated in 4.1 above the customer shall hold the object or objects as bailee for the vendor but shall have the power to sell or otherwise deal with the object or objects on the same conditions as set out in 6.1 above
7. Time for Delivery: The time for delivery or completion shall date from receipt of a written order or written advice
from the Purchaser of intent to enter into a contract or to place an order. The Vendor shall endeavour to complete any contract or order in the stated time, however it shall have no liability for failure to do so unless an express guarantee has been given in writing, in which case the liability for failure to deliver shall be in the form of liquidated damages only and shall be strictly limited to the sum agreed in the express guarantee. The sum payable under the express guarantee shall be limited to the actual loss directly suffered by the Purchaser and shall not exceed the sum agreed.
8. Delivery or Completion: When the Vendor is responsible for performing site work, completion shall be deemed to have taken place when the Vendor's Scope of Work is practically complete. When the Vendor is responsible for supply only, delivery shall be deemed to have taken place when the goods are available for collection by the Purchaser at the Vendor's premises.
9. Inability to Deliver: If the Vendor is unable to deliver the goods due to any factor beyond its control, the Vendor shall notify the Purchaser in writing. The purchaser shall then be deemed to have taken delivery of the goods. The Vendor shall then have the right to store the goods including all necessary transport, handling, storage and other incidental requirements. The Purchaser shall be liable for all storage and handling costs which arise from the Vendors inability to deliver and shall accept all risks involved.
10. Notices, Permits and Fees: The Vendor shall NOT be responsible for any notices for any notices, permits and fees required by any statutory authority or Act of Parliament, regulation or by-law, unless otherwise expressly
agreed.
11. S.T.: All sales of goods & services are subject to G.S.T. at the prescribed rate. This tax is in addition to the prices quoted and is payable by the Purchaser to the Vendor with every payment made for such goods & services.
12. Performance: All performance figures provided by the vendor are based on the Vendor's experience and are reasonably expected to be achieved by the Vendor. No liability whatsoever will be accepted for failure to achieve the performance figures unless an express written guarantee incorporating performance limits is provided by the Vendor, in which case the liability of the Vendor shall be limited to an agreed sum of liquidated damages. In the event of the performance not fulfilling the express guarantee, the Purchaser shall allow the Vendor reasonable time and opportunity to carry out all work necessary to enable the performance requirements to be met.
13. Software Supplier License Terms: The customer agrees that use of any software provided by the vendor is subject to the customer's acceptance of the Licensor's End User License Agreement (EULA).
14. Warranty: The Vendor shall pass on the warranties of the respective suppliers of software.
15. Consequential Liability: Except as provided elsewhere in the contract, the Vendor shall not be liable for any indirect or consequential loss or damage howsoever occasioned including loss or damage caused by the negligence of the Vendor or its servants and agents.
16. Terms of Payment: Unless otherwise agreed the terms of payment shall be COD
17. Intellectual Property: Ownership of all aspects of the design of the goods shall remain the intellectual property of the Vendor and its suppliers.
18. Inconsistency: Any terms and conditions contained in any purchase order accepted by the Vendor, which are inconsistent with these conditions of sale and/or the Vendor's quotation, shall be null and void unless expressly accepted in writing by the Vendor. Any part of these terms and conditions which is inconsistent with a written quotation which forms part of the agreement to perform the work, shall be null and void.
19. Interest on Overdue Payments: Interest on overdue payments shall accrue at the rate of 15% per annum.
20. Legal Interpretation: Interpretation of this contract shall be governed by the laws of the State of Victoria,
Australia.