Sheldon College BYOD

Terms and Conditions of Sale

Unless Customer and Datacom have an operative Agreement in place to govern this transaction, the following Standard Terms and Conditions of Sale will govern this transaction to form a Contract.

  1. Datacom Systems (AU) Pty Ltd – QLD Division (ABN 39 135 427 075) and its Affiliates will be known as “Datacom” in these Standard Terms and Conditions of Sale (“Contract”)
  2. The applicant or company or person purchasing the Goods or Services is hereafter referred to as “Customer”.
  3. “Goods” means any hardware, software, licenses or products supplied by Datacom to Customer.
  4. “Services” means any Services provided by Datacom to Customer and described in this Contract.
  5. Payment terms for Goods and Services are strictly thirty (30) days from the invoice date (the “Due Date”) where a credit account has been approved by Datacom, otherwise all Goods must be paid for in advance at the time of order.
  6. Credit limits granted may not be exceeded without the prior written consent of Datacom.
  7. Unless otherwise indicated the amount payable to Datacom is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Goods. The Customer is liable for any new or varied taxes, duties or charges imposed subsequent to the Company’s quotation or proposal or in respect of the supply of Goods. Datacom will issue a valid tax invoice where Goods and Services Tax (“GST”) is to be recovered.
  8. The Customer hereby acknowledges that, should any undisputed invoice amount not be paid on the Due Date, or any payment by cheque be unpaid, the entire balance then outstanding shall immediately become due and payable without notice. The Customer agrees that a service charge of 0.05% per day on overdue balances may be charged to the Customer’s account at Datacom’s sole discretion.
  9. In the event of Datacom instructing its solicitors to collect an overdue amount, all legal fees and collection charges and tracing agents fees as between solicitor and client shall be borne by the Customer and all payments made shall firstly be allocated towards such fees and charges thereafter to interest and finally to capital.

GOODS

  1. All Goods sold subject to warranty, are warranted by the manufacturer, not by Datacom. Manufacturer’s warranties will be passed through by Datacom for the benefit of Customer. Datacom does not supply any additional warranties or guarantees, except those as may be implied by law and which cannot by law be excluded. The Customer must refer to the warranty details stated on the product or its associated documentation.
  2. In the case of Goods supplied by Datacom to a Customer who is not a “consumer” (as defined in Section 3 of Chapter 1 of Schedule 2 of the Competition and Consumer Act 2010) (“the CCA”), if the Goods do not correspond with the description of them on the invoice or are defective, then provided that the Goods are preserved intact and made available for inspection by a representative of Datacom, Datacom shall at its option, replace those Goods or reimburse the Customer for the amount of the purchase price paid for them (subject to a re-stocking fee as advised by Datacom) to the Customer’s account under the following conditions:
  1. If returned in the same condition as delivered by Datacom initially and if returned and received by Datacom within 14 days from the initial delivery date;
  2. Exclusions for returns: opened, damaged, soiled or non-stock items specifically ordered or tailored to the Customer; Activation Key Software; discontinued items;
  3. If the reason for return is Goods not matching Customer’s original order, return freight will be paid for by Datacom. In all other circumstances unless agreed to by Datacom, costs of freight for returned product will be the responsibility of the Customer.
  1. The Customer acknowledges and agrees that:
  1. ownership of any Goods supplied by Datacom will not pass to Customer and will remain with Datacom until such time as the Goods supplied to Customer, and all debts owing by Customer to Datacom from any other source or under any other contract, have been paid in full; and
  2. (until such time as the Goods have been paid for in full and all other debts discharged by the Customer, the Customer irrevocably agrees and undertakes that Datacom (its servants or agents) will have the right forthwith (and without prejudice to any other rights Datacom may have pursuant to this Contract or at law or in equity) without notice or demand immediately to enter upon the Customer’s premises and retake possession and remove the Goods in the possession of the Customer or wheresoever situated; and
  3. the Goods have been selected using Customer’s judgment with no reliance on Datacom in the selection, as Datacom is acting as a reseller of the Goods only. Datacom shall not be responsible for and makes no representation that any Goods will be suitable for any particular purpose of the Customer; and
  4. The Customer shall be responsible for ensuring that any use of hardware supplied fully complies with any applicable software/hardware licenses.
  1. The risks of any loss or damage to or any deterioration in Goods from whatever cause, shall pass to the Customer at the time of delivery at the Customer’s nominated destination.
  2. Customer acknowledges and agrees that it is liable to pay for all Goods ordered and held by Datacom to meet the needs of Customer (called “Buffer Stock”) before ordering a new model or upon changing supplier, and in any event, unless otherwise agreed by Datacom, no later than six (6) weeks after the Buffer Stock is first acquired by Datacom.
  3. Datacom shall not be responsible for any loss or damage howsoever caused to the property or person of the Customer or any third party as a result of any defect in the Goods whether patent or latent. To the extent any loss or damage arisises from such defects, the manufacturer’s terms and conditions will apply to all claims.
  4. The Customer acknowledges that Customer does not have any intellectual rights in the Goods, and that the manufacturer of the Goods retains ownership of all such intellectual property.
  5. The Customer acknowledges and agrees that:
  1. by agreeing to this Contract, the Customer grants a security interest pursuant to the Personal Property Security Act 2009 (Cth) (“PPSA”) (in particular, by virtue of, but not limited to, clause 11 ) to Datacom in any Goods supplied by Datacom to the Customer and any proceeds of the sale of such Goods;
  2. Datacom may register on the Personal Property Securities Register (“PPS Register”) a security interest or purchase money security interest (“PMSI”) in the Goods; and
  3. the Customer will upon demand reimburse Datacom for all costs and expenses incurred by Datacom in relation to registering, maintaining or releasing any financing statement or financing change statement (each as defined in the PPSA) in respect of any security interest or PMSI under these Standard Terms and Conditions.
  1. The Customer undertakes:
  1. promptly to do all things, sign any further documents and provide any further information (which information the Customer warrants to be complete, accurate and up-to-date in all respects) which Datacom may reasonably require to enable Datacom to perfect, and maintain the perfection of, its security interest or PMSI (including by registration of a financing statement or financing change statement on the PPS Register);
  2. not to register a financing statement or financing change statement in respect of the Goods without Datacom’s prior written consent; and
  3. to give Datacom no less than 14 days’ prior written notice of any proposed change in the Customer’s name or any other change in the Customer’s details (including, but not limited to, changes in its address, facsimile number or trading name).
  1. The Customer waives its right under section 157 of the PPSA to receive notice of any verification of any registration pursuant to the PPSA.
  2. Customer agrees that pursuant to section 115(1) of the PPSA and to the maximum extent permitted by law Customer waives its rights and, with Datacom’s agreement, contracts out of, sections 95, 118, 121(4),125, 129(2) and (3), 130, 132(3)(d), 132(4), 135 and 142 and 143 of the PPSA.
  3. Advice. Any advice, recommendation, assistance or service provided by Datacom in relation to performance, application or appropriateness of Goods or a Service is given in good faith. Datacom will not be liable for any loss or damage flowing from the Customer’s decision to act upon such advice.
  4. Liability. Except for (i) statutory liabilities and (ii) liability for a breach of any Non-excludable Condition, each party limits its liability to the other for a breach of this Contract arising out of or in relation to the Goods or Services, or any delay or other failure in supplying any of them (“Claim”) as follows:
  1. for Services, to an amount equal to the sum of three months fees for one event, up to a maximum of two events in any rolling twelve month period; and
  2. for Goods, to an amount equal to the value of the particular purchase order to which the Claim relates. ‘Non-excludable Condition’ means an implied condition or warranty which can not be legally excluded
  1. Any warranty, condition or undertaking that would be implied in this Contract by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by law.
  2. Datacom limits its liability to the Customer for a breach of any Non-excludable Condition, to the extent allowed by legislation, and in particular, in relation to warranties implied under the CCA, (at Datacom's option):
  1. in the case of affected Services, to:
  1. the supplying of the Services again; or
  2. the payment of the cost of having the Services supplied again; or
  1. in the case of Goods, any one or more of the following:
  1. the replacement of the Goods or the supply of equivalent Goods;
  2. the repair of the Goods, or the payment of the cost of having the Goods repaired; or
  3. a refund comprising the amount paid for the Goods, or; or refund equal to the value of any other consideration provided by the Customer for the Goods.
  1. Under no circumstances shall Datacom be liable for any:
  1. indirect, consequential, incidental, special or punitive damages (including without limitation damages for loss of business profits, business interruption, loss of business information, loss of data, or other pecuniary loss);
  2. fair wear and tear, negligence or improper operation of any Goods; (C) any other operation or handling of any Goods that is not strictly in accordance with the manufacturer’s written instructions; arising under this Contract.
  1. Accidental Damage. Datacom accepts no liability for accidental damage. Customer must validate any accidental damage claims with the insurance vendor from which the Customer has selected and purchased equipment insurance.
  2. Insurance. Datacom shall take out and maintain public liability insurance cover for at least $5 million, professional indemnity insurance for at lease $5 million and workers compensation insurance as required by law.
  3. All insurance that is purchased by Customer is a separate contract between Customer and the insurance vendor. All insurance claims must be directed to the insurance vendor under the terms and conditions of the insurance policy between Customer and the respective insurer.
  4. The Customer acknowledges and agrees that this Contract is the entire agreement between the parties in relation to its subject matter and no earlier agreement, terms and conditions (including any Customer terms which the Customer purports to apply under any purchase order, specification or other document), or representation, whether oral or in writing, in relation to any matter dealt with in this Contract, will have any effect from the date of this Contract. This Contract can only be varied in writing and signed by both Datacom and the Customer. By accepting deliveries of any order placed with Datacom, the Customer accepts the terms and conditions of this Contract.
  5. No relaxation or indulgence granted by Datacom to the Customer shall be deemed as a waiver of any rights of Datacom in terms of this Contract and such relaxation or indulgence shall not be deemed a variation of any terms and conditions of these Standard Terms and Conditions of Sale.
  6. The Customer hereby acknowledges that no representations have been made by Datacom or on its behalf, which have induced the Customer to enter into this Contract.
  7. Datacom and the Customer agree that they will keep at all times as strictly confidential any information designated as being confidential information, or of such a nature as to ordinarily be confidential information that is disclosed or provided by one party to another. In this clause, “confidential information” means information in any form, but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorized disclosure by Datacom or the Customer.
  8. Force Majeure. Datacom shall incur no liability whatsoever for any loss, injury or damage (consequential or otherwise) arising directly or indirectly from fire, accident, industrial dispute, civil disturbance or any other occurrence beyond the reasonable control of Datacom that interferes with the supply of Goods and/or provision of Service(s), or interferes in any other way with Datacom’s ability to perform its obligations under this Contract.
  9. The parties agree that any dispute or difference arising out of this Contract ("Dispute") will not be litigated unless both parties have genuinely attempted to resolve the Dispute by discussions between the Managing Directors (or equivalent) of each party failing which within 14 days of the Dispute arising it shall be referred to mediation by the Law Society of South Australia Mediation Program, and a mediator jointly appointed by them, failing which within a further 7 days, appointed by the then President of the Law Society of South Australia at the written request of either party.
  10. Customer hereby consents to the jurisdiction of the Laws of South Australia for all actions which may be instituted against it under this Contract.