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Sales Terms & Conditions
1
INTERPRETATION
In these sales terms and conditions:
1.1
"Surity" refers to Surity Pty. Ltd. (ABN: 60 091 535 570) of Unit 4, 66 Glen
Osmond Road, Parkside South Australia 5063, which is the seller of the goods
to the purchaser;
1.2
"Good(s)" means the product and any service sold or provided by Surity;
1.3
"Purchaser" means the purchaser of the goods from Surity.
2
GENERAL
2.1
These terms and conditions (which shall only be waived in writing signed by
Surity) shall prevail over all terms and conditions of the purchaser to the
extent of any inconsistency.
3
TERMS OF SALE
3.1
The goods sold or provided by Surity are sold or provided on these following
terms and conditions.
4
PRICING
4.1
Surity quotations and
proposals are open for acceptance within the period stated therein or, when
no period is stated, within 14 days only after the date of quotation.
4.2
All goods, services and delivery fees are subject to Australian Goods and
Services Tax (GST).
International, Cocos and Christmas Island customers are exempt from this
tax.
4.3
Unless clearly stated
otherwise, the prices for goods stated on all quotations and proposals do
not include Goods and Service Tax (GST).
4.4
For the purpose of 38-185
of the GST Act, the day upon which the seller gives the invoice for the
supply shall be the date of the tax invoice.
5
PAYMENT
5.1
The purchase price in
relation to goods and the costs of service shall be payable without
deduction in accordance with Surity’s standard payment terms stated herein
unless other terms of payment are expressly agreed in writing.
5.2
The purchaser may not
withhold payment on the basis that after sales service or a warranty service
is requested.
5.3
No payments may be
withheld due to pending warranty disputes.
6
PAYMENT TERMS
6.1
Where credit is provided,
payment in full is required within thirty (30) days from the date of
invoice.
6.2
No discount terms are
offered other than that specified on the invoice provided by Surity.
6.3
To be eligible to claim
any discount, payment must be received by Surity by the date specified in
the discount terms on the invoice provided by Surity.
6.4
Payment may be made by
Electronic Funds Transfer (EFT) to Surity’s bank account or by cheque made
payable to Surity Pty Ltd.
6.5
Surity reserves the right
to seek recovery if any monies remaining unpaid sixty days from the date of
invoice via collection agencies or through other legal means.
In such circumstances, the purchaser shall be liable for any and all
additional administrative and/or court costs.
6.6
Returned cheques will
incur a $50 charge to cover banking fees and administrative costs.
6.7
In an instance of a second
returned cheque, Surity reserves the right to terminate the arrangement and,
if agreed to, Surity will insist on future cash transactions only.
Consequently, all bookings and/or transactions and agreements entered into
will cease with immediate effect until such time as any and all outstanding
monies are recovered in full.
7
INTEREST ON OVERDUE
PAYMENTS
7.1
If Surity is not paid for
any goods on the due date specified in these terms and conditions without
prejudice to any other rights or remedy, all outstanding money shall bear
interest at the rate 2% of the invoice value per calendar month.
7.2
All interest shall be
recoverable forthwith from the purchaser.
8
DELIVERY
8.1
The delivery times and
service time made known to the purchaser are estimates only and Surity shall
not be liable for late delivery, non-delivery or delay and under no
circumstances shall Surity be liable for any loss, damage or delay
occasioned to the purchaser arising from late or non-delivery or late
installation of the goods.
8.2
Upon delivery to the
purchaser, Surity’s software products are subject to the standard Surity
Software License Agreement unless another software licensing agreement is
executed between Surity and the Purchaser.
8.3
Delivery of Surity
software maintenance services is subject to the standard Surity Software
Maintenance Agreement unless another software maintenance agreement is
executed between Surity and the Purchaser.
9
GOODS RETURNED
9.1
No goods may be returned
to Surity for any reason without prior approval by Surity.
9.2
Goods returned to Surity
will attract a 20% restocking fee, and transportation at the purchaser's
cost.
9.3
Unless the purchaser
notifies Surity to the contrary in writing within 72 hours after receipt of
purchase of goods, it shall be conclusively presumed that the goods were
delivered to the purchaser in good operating condition and that the
purchaser has accepted the goods under the terms of this agreement.
10
CANCELLATION
10.1
No order may be cancelled
except in writing and on terms which will indemnify Surity against all
losses.
11
SHORTAGE
11.1
The purchaser waives any
claim for shortage of any goods delivered if a claim in respect thereof has
not been lodged with Surity within 72 hours from the date of receipt of
goods by the purchaser.
12
LOSS OR DAMAGE IN TRANSIT
12.1
Surity is not responsible
for any loss or damage to goods in transit. Surity shall provide assistance
to the purchaser where necessary to pursue a claim against the carrier. The
purchaser shall have notified Surity and the carrier/s in writing
immediately loss or damage is discovered on receipt of goods and shall lodge
a claim on the carrier within 72 hours of the date of the receipt of goods.
13
SPECIFICATIONS OF GOODS
13.1
All specifications are
approximate only and any deviation shall not be taken to vitiate any
contract with Surity or form grounds for any claim against Surity.
14
PERFORMANCE OF GOODS
14.1
Surity shall be under no
liability for damages for failure to attain a desired performance unless
that performance requirement is specifically guaranteed in writing and any
such written guarantee shall be subject to the recognised tolerances and
variables applicable.
15
WARRANTY & LIMIT OF
LIABILITY
15.1
The goods are the subject
of the manufacturer's warranty.
15.2
Surity shall consider any
warranty claim and within seven (7) days of its receipt shall advise the
purchaser whether it considers that the claim appears to be covered by the
manufacturer's warranty.
15.3
In accordance with the
manufacturer's warranty and subject to the limitations and exclusions
provided therein, Surity may facilitate the repair or replacement of
components or the whole item of goods.
15.4
The Purchaser may not
purport to carry out its own warranty service without the prior written
approval of Surity.
15.5
At the end of the warranty
process Surity will return the repaired or new goods as the case may be to
the Purchaser at the Purchaser's transportation cost.
15.6
Surity does not warrant
that the operation of any good, including software, shall be error free or
uninterrupted.
15.7
All warranty is on a
return to base basis - i.e. Surity is not liable for any travel expenses
incurred if travelling out to assess a potential warranty issue.
15.8
Unless the purchaser
notifies Surity to the contrary in writing within 72 hours after receipt of
purchase of goods, it shall be conclusively presumed that the goods were
delivered to the purchaser in good operating condition and that the
purchaser has accepted the goods under the terms of this agreement.
15.9
Contact details of all
end-users who purchase goods must be provided to Surity by the purchaser for
the warranty period to apply.
15.10
Warranty is not provided
by Surity for damage resulting from abuse, neglect, accidents, vandalism,
acts of nature, mishandling or any other causes that are outside the normal,
intended use of the goods.
15.11
Surity reserves the right
to not send any replacement good until the faulty good has been received at
a location designated by Surity. Surity will not be liable for any
transportation costs arising from the replacement good reaching the
designated location or the faulty good and/or replacement good being
transported back to Surity.
15.12
Warranty claims will only
be considered if there is a problem with the operation of any goods sold by
Surity. Goods that were not supplied by GPS but were used in the
installation will not be covered under warranty.
15.13
Surity reserves the right
to not consider warranty claims as a result of incorrect and/or faulty
installations.
15.14
Surity reserves the right
to void warranty if goods or services are not paid for within specified
terms.
16
RIGHTS IN RELATIONS TO
GOODS
16.1
Surity reserves the right
in relation to the goods until all accounts owed by the purchaser to Surity
are fully paid.
16.2
Surity reserves the rights
to:
16.2.1
Legal ownership of goods;
16.2.2
Enter the purchaser's
premise (or the premises of any associated company or agent where the goods
are located) without liability for trespass or any resulting damage and
retake possession of the goods;
16.2.3
Keep or resell any goods
repossessed, if the goods are resold, or products including the goods are
sold by the purchaser, the purchaser shall hold part of the proceeds of any
such sale as represents the invoice price of the goods sold or used in a
separate account as the beneficial property of Surity and shall pay such
amount to Surity upon request.
16.3
Notwithstanding, the
provisions above, Surity shall be entitled to maintain an action against the
purchaser for the purchase price and the risk of the goods shall pass to the
purchaser upon delivery of the goods.
17
PURCHASER'S PROPERTY
17.1
Any property of the
purchaser under Surity custody or control shall be entirely at the
purchaser's risk as regards to loss or damage caused to the property or by
it.
18
NO WAIVER
18.1
The failure of any party
to enforce the provisions of this agreement or to exercise any rights
expressed in this agreement shall not be a waiver of such provisions or
rights and shall not affect the enforcement of this agreement.
18.2
The exercise by any party
of any of its rights expressed in this agreement shall not preclude or
prejudice such party from exercising the same of any other rights it may
have irrespective of any previous action taken by that party.
19
FORCE MAJEURE
19.1
If by reason of any fact,
circumstance, matter or thing beyond the reasonable control of Surity is
unable to perform in whole or in part any obligation under this agreement
then Surity shall be relieved of that obligation under this agreement to the
extent and for the period that it is so unable to perform and shall not be
liable to the purchaser in respect of such inability.
20
PASSING OF RISK
20.1
Risk in the goods shall
pass to the purchaser upon delivery of the goods to the purchaser or
collection of the goods by the purchaser's agent or carrier as the case may
be.
21
EXCLUSION OF LIABILITY
21.1
Surity shall not be liable
to the purchaser in contract nor in tort arising out of, or in connection
with, or relating to, the performance of the goods or any breach of these
conditions or any fact, matter or things relating to the goods or error
(whether or not it is negligent or a breach of contract) in information
supplied to the purchaser or an end-user before or after the date of the
purchaser's or end-user's use of the goods. Surity shall be under no
liability for damages to the environment arising from the use of the goods.
21.2
The Purchaser acknowledges
that under applicable State, Territory and Commonwealth law (including the
Trade Practices Act), certain conditions and warranties may be implied in
any contract based on these terms and conditions, and rights and remedies
may be conferred on consumers which cannot be excluded, restricted or
modified by agreement (the "Non-Excludable Rights") and notwithstanding any
clause herein the Non-Excludable Rights are not excluded, restricted or
modified by these conditions except to the extent permitted by law.
21.3
Notwithstanding any other
clauses in these conditions, if any liability is found to attach to Surity
to the Purchaser or any person claiming through the Purchaser, Surity's
liability is limited to replacing the Goods or at Surity's election the cost
replacing the Goods.
22
EXCLUSION OF
REPRESENTATION AND ARRANGEMENTS
22.1
These terms and conditions
supersede and exclude all prior and other discussions, representations
(contractual or otherwise) and arrangements relating to the supply of the
goods of any part thereof including, but without limiting the generality of
the foregoing, those relating to the performance of the goods or any part
thereof or the results that ought to be expected from using the goods.
23
PLACE OF CONTRACT
23.1
The contract for sale of
the goods and the provision of the services is made in the State of South
Australia and the purchaser agrees to submit all disputes arising with
Surity to the courts of such State and any court competent to hear appeals
there from.
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