Sheldon College BYOD

Terms and Conditions of Sale

TERMS

1.   Datacom Systems Pty Ltd (ABN 63 011 044 349) and its Affiliates will be known as “the Company” in these Standard Terms and Conditions of Sale.

2.   The applicant will be known as “the Customer” in these Standard Terms and Conditions of Sale.

3.   In these Standard Terms and Conditions of Sale “Goods” means any goods or products supplied by the Company to the Customer anywhere the context permits, includes any services and, so far as, supplied by the Company to the Customer.

4.   Payment terms are strictly seven (7) days from invoice date (hereinafter called the “Due Date”) where a credit account has been approved by the Company, otherwise all goods and services must be paid for in advance at the time of order.

5.   Credit limits granted may not be exceeded without the written prior consent of the Company.

6.   All goods sold subject to warranty are warranted by the manufacturer, not by the Company.

7.   Goods returned will only be credited, at the discretion of the Company, in full (subject to a re-stocking fee as advised by the Company) to the Customer’s account under the following conditions:

a)   If returned in the same condition as delivered by the Company to the Customer initially and if returned and received by the Company within 14 days from the initial delivery.

b)   Exclusions for returns:  opened, damaged, soiled or non-stock items specifically ordered or tailored to the Customer; Activation Key Software; discontinued items.

c)    If the reason for return is goods not matching the Customer’s Original Purchase Order return freight will be paid for by the Company.  In all other circumstances unless agreed to by the Company, costs of freight for returned product will be the responsibility of the Customer.

 

CONDITIONS
(i) The Customer hereby acknowledges that, should any undisputed invoice amount not be paid by the Customer or the Customer’s nominated finance company on the Due Date, the entire balance then outstanding shall immediately become due and payable by the Customer without any notice.  The Customer agrees that a service charge at a rate of 0. 5% per month on overdue balances may be charged to the Customer’s account at the discretion of the Company.

(ii) If the Customer instructs the Company to invoice the Customer’s nominated finance company and should any undisputed invoice amount not be paid by the Due Date, then the Company will cancel the invoice to Customer’s nominated finance company and invoice the Customer for the entire balance outstanding at that time. This amount  shall become due and payable by the Customer in line with the original invoice date to Customer’s nominated finance company without any notice. 

8.   In the event of the Company 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.

9.   The Customer hereby consents to the jurisdiction of the Laws of the state of Queensland for all actions which may be instituted against it for the recovery of any amounts owing to the Company.

10. The Customer acknowledges and agrees that:

(a)     ownership of the Goods supplied by the Company will not pass to the Customer and will remain with the Company until such time as the Goods supplied by the Company to the Customer and all debts owing by the Customer to the Company from any other source or under any other contract  have been paid in full; and

(b)    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 the Company (its servants or agents) will have the right forthwith (and without prejudice to any other rights the Company may have pursuant to these Standard Terms and Conditions of Sale 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.

11. The risks of any loss or damage to or any deterioration in product from whatever cause shall pass to the Customer at the time of delivery.

12. The Customer acknowledges and agrees that:

(a)   by agreeing to these  Standard Terms and Conditions of Sale 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 the Company in any Goods supplied by the Company to the Customer and any proceeds of the sale of such Goods;

(b)   the Company may register on the Personal Property Securities Register (“PPS Register”) a security interest or purchase money security interest (“PMSI”) in the Goods; and

(c)    the Customer will upon demand reimburse the Company for all costs and expenses incurred by the Company 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.

13.   The Customer undertakes:

(a)  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 the Company may reasonably require to enable the Company 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);

(b)  not to register a financing statement or financing change statement in respect of the Goods without the Company’s prior written consent; and

(c)  to give the Company 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).

14. The Customer waives its right under section 157 of the PPSA to receive notice of any verification of any registration pursuant to the PPSA.

15. The Customer agrees that pursuant to section 115(1) of the PPSA and to the maximum extent permitted by law the Customer waives its rights and, with the Company’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.

16. These Standard Terms and Conditions constitute the entire agreement between the parties and no amendment or variation shall be of any force and effect unless in writing and signed by both the Company and the Customer.  No representations have been made by the Company or on its behalf which have induced the Customer to enter into this Agreement.

17. No relaxation or indulgence granted by the Company to the Customer shall be deemed as a waiver of any rights of the Company in terms of this Agreement and such relaxation or indulgence shall not be deemed a variation of any terms and conditions of this Agreement.

18. 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 Agreement arising out of or in relation to the Goods (including  services) or any delay or other failure in supplying any of them (“Claim”) to an amount in the case of services 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 in the case of goods, equal to the value of the particular purchase order to which the Claim relates.

19. The Company limits its liability to the Customer for a breach of any Non-excludable Condition (other than one implied by sections 51, 52 & 53 of the Australian Competition and Consumer Act 2010), at the Company’s option, to any one of replacing, repairing, or paying the cost of replacing or repairing, the Goods, or refunding the Goods; or supplying again, or paying the cost of supplying again, or refunding  the services, in respect of which the breach occurred.

20. In clause 19 and 20, ‘Non-excludable Condition’ means an implied condition or warranty the exclusion of which from an agreement with a ‘consumer’ (as defined in the Competition and Consumer Act 2010), would contravene a statute or cause part or all of the clause excluding that implied condition or warranty to be void.

21. Under no circumstances shall the Company be liable for any indirect, consequential, incidental, special or punitive damages (including without limitation damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising from any breach or failure by the Company of its obligations under this agreement even if the Company has been notified of the possibility of such damage arising.

22. The Company 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.

23. The Company 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 product whether patent or latent, and the Customer indemnifies the Company against any claims made against it by any third party arising out of any such defects.

24. The Company shall not be responsible for and makes no representation that any products supplied will be suitable for any particular purpose of the Customer and the Customer shall be responsible for ensuring that any use of the products fully complies with any applicable software/hardware licenses.

25. The Customer acknowledges and agrees that it is liable to pay for all Goods ordered and held by the Company to meet the needs of the Customer (hereinafter called “Buffer Stock”) before ordering a new model or upon changing supplier, and in any event, unless agreed to otherwise by the Company no later than six (6) weeks after the Buffer Stock is first acquired by the Company.

26. The Customer acknowledges and agrees that these Standard Terms and Conditions of Sale shall apply and prevail over and replace any prior or subsequent customer terms and conditions between the parties. The parties agree that no other covenants, warranties or agreements shall apply to the transaction or transactions included in this Agreement.

27. The Customer acknowledges that the customer does not have any intellectual rights in the Goods, and that Datacom retains ownership of all such intellectual property.

28. The Company 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 the Company or the Customer.

29. The amount payable to the Company (“the Price”) 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 to this Agreement in respect of the supply of Goods.  The Company will issue a valid tax invoice where GST is to be recovered.

30. The parties agree that any dispute or difference arising out of this Agreement ("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 a Queensland Law Society  Approved Mediator jointly appointed by them, failing which within a further 7 days,  appointed by the then President of the Queensland Law Society  at the written request of either party.

31. 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.

32. Insurance: 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.