SecureSoft (ABN 56 140 778 454)
All sales by SecureSoft are subject to the following
STANDARD TERMS AND CONDITIONS OF SALE TERMS
SecureSoft Distribution agrees to supply the requested goods (“Products”) and/or services (“Services”) to the Customer only on these standard terms and conditions (“these Terms”)
Quotations expire within 14 days unless otherwise specified in the quotation. Product specifications and availability are subject to change without notice.
3. Purchase Orders
Only these Terms form part of the agreement between the parties. SecureSoft Distribution’s acceptance of a purchase order will not be acceptance of any such terms or conditions.
4. Prices & Payment
4.1 Payment terms are strictly 14 days from the date of invoice unless otherwise specified.
4.2 The following forms of payments are accepted: (a) bank cheque for COD orders of more than $ 100.00; (b) company cheques for account customers; (c) electronic funds transfer (EFT) (d) for EFT payments and (e) credit card (COD only). Please note the following Credit Card surcharges apply: Visa & Mastercard: 1.75%, American Express: 2.5%. Please note that we do not accept cash payments.
5. Interest and other charges
5.1 Any amount not paid by the due date for payment will carry interest from that date until payment is made in full at the rate being 2 percentage points above the overdraft rate charged on overdraft accounts over $100,000 by the Commonwealth Bank of Australia from time to time. All legal fees, collection charges and tracing agents fees as between solicitor and client shall be borne by the Customer. All payments received will be applied towards such fees and charges and then to interest and finally to principal.
6.1 SecureSoft Distribution makes no warranty in relation to the Products or Services other than as contained in these Terms or as prescribed by a law which cannot be excluded or, in the case of Products, as provided by the Products’ respective manufacturers. Defects in Services which are reported to SecureSoft Distribution within 30 days of delivery of the Service will be rectified by SecureSoft Distribution at no charge to the Customer. SecureSoft Distribution will not provide claimed warranty services for defects or deficiencies in Products or Services which are caused by: (a) external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power surge or spike; (b) the use of a Product for other than its intended purpose;
(c) the use with or connection of a Product to items not approved by SecureSoft Distribution;
(d) the performance of maintenance or attempted repair by persons other than SecureSoft Distribution or as authorised by SecureSoft Distribution; (e) any configuration or reconfiguration by the Customer.
7.1 SecureSoft Distribution will use its reasonable endeavours to deliver the Products and supply the Services by the date agreed but is not liable for any delays in delivery caused by matters beyond its control. Freight charges incurred by SecureSoft Distribution in delivering Products to the Customer will be invoiced to the Customer at cost unless agreed otherwise.
7.2 For Products which are to be collected, an email will be sent (and/or a telephone call made) to the Customer when the Products become available. Any orders not collected within 5 business days will be returned to stock.
8.1 Unless the Customer gives SecureSoft Distribution written notice of any aspect of a deliverable which is alleged by the Customer to be otherwise than in accordance with these Terms or any applicable specifications within 7 days of the date of delivery of that deliverable, the Customer is deemed to have accepted that deliverable on delivery.
9.1 Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of: (a) delivery to the address nominated by the Customer; (b) the taking of possession by the Customer or its nominee; and (c) the delivery to any carrier contracted to the Customer for delivery.
Until such time as all Products have been paid in full or any other monies due to SecureSoft Distribution have been paid in full: (a) the Products remain SecureSoft Distribution’s property; (b) SecureSoft Distribution authorises the Customer to sell the Products as fiduciary agent for SecureSoft Distribution in the ordinary course of its business; (c) the Customer must not represent to any third party that it is acting for SecureSoft Distribution, and SecureSoft Distribution will not be bound by any contracts with third parties to which the Customer is party; (d) the Customer, in holding the Products, will act as SecureSoft Distribution’s fiduciary agent and as bailee; (e) the proceeds of sale of the Products by the Customer must be paid into a separate account and held in trust for SecureSoft Distribution from which all amounts which may be owing by the Customer to SecureSoft Distribution from time to time must be paid; (f) the Customer must store the Products in such a manner as to show clearly that it is the property of SecureSoft Distribution; and (g) the Customer irrevocably agrees and undertakes that SecureSoft Distribution (its servants or agents) will have the right without prejudice to any other rights SecureSoft Distribution may have without notice or demand to immediately enter upon the Customer’s premises and retake possession and remove the Products in the possession of the Customer or wherever situated.
SecureSoft Distribution and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. 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 unauthorised disclosure by SecureSoft Distribution or the Customer.
12. Intellectual Property
12.1 The Customer acknowledges that all intellectual property rights attaching to the Products or arising out of the provision of Services are and will remain the property of SecureSoft Distribution (or its supplier, where such rights are owned by that supplier). Software will be licensed to the Customer on the terms of the relevant licence agreement provided with the Products. Any rights to be conferred on Customer will only commence on payment of all charges payable in connection with those rights.
If the Customer: (a) makes default in any payment or breaches any of these Terms; (b) becomes unable to pay its debts as and when they fall due; or (c) commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up, SecureSoft Distribution may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer: (a) suspend further supply and require payment in advance for future supply; (b) recover possession of any Product for which payment has not been made; (c) terminate all or any purchase orders for Products or Services which have been accepted by SecureSoft Distribution; (d) claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by SecureSoft Distribution; and/or (e) continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.
14. No representations
The Customer acknowledges that SecureSoft Distribution has not made any warranty or representation, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to SecureSoft Distribution or not), unless provided in writing.
15. No implied terms
15.1 To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of SecureSoft Distribution for a breach of a condition or warranty implied into these Terms by the Trade Practices Act, 1974 is limited at the option of SecureSoft Distribution: (a) if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and (b) if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.
16. Limitation of liability
16.1 SecureSoft Distribution is not liable to the Customer for any indirect or consequential damages, loss of profits, revenue, data or use arising out of or in relation to the supply of Products and/or Services, even if SecureSoft Distribution knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.
16.2 Except in relation to liability for personal injury (including sickness and death), or damage to tangible property, SecureSoft Distribution’s liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of Products and/or Services or in respect of a failure or omission on the part of SecureSoft Distribution to comply with its obligations is, in aggregate, limited to an amount equal to the amount paid by the Customer to SecureSoft Distribution under the relevant order.
Any variation to these Terms must be in writing. Variations to any of the Services agreed to be supplied will be charged by SecureSoft Distribution at its then current rates for those additional services, unless otherwise agreed in writing.
18.1 No leniency, indulgence or extension of time granted by SecureSoft Distribution to the Customer will prejudice any of SecureSoft Distribution’s rights in any way or constitute a waiver of any of SecureSoft Distribution’s rights.
18.2 If any of these Terms are for any reason declared to be or become unenforceable, invalid or illegal, the remaining Terms will remain in full force and effect.
18.3 These Terms are governed by the laws of New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
19. Taxes & GST
The amount payable to SecureSoft Distribution is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products and Services. The Customer is liable for any new or varied taxes, duties or charges imposed subsequent to SecureSoft Distribution’s quotation in respect of the supply of the Products and Services. SecureSoft Distribution will issue a valid tax invoice where GST is to be recovered.