Terms and Conditions
1 Correct I.T Services will be known as “CITS” in these standard terms and conditions of sale ( Goods or Service ) .
2 The applicant will be known as “the customer” in these standard terms and conditions of sale ( Goods or Service ) .
3 Payment terms and strictly seven (7) days from invoice date ( hereinafter called the “Due Date”) where a credit account has been approved by “CITS”, otherwise all goods and services must be paid for at the time of delivery .
4 Any credit limit granted may not be exceeded without the written prior consent of CITS .
5 All goods sold subject to warranty are warranted by the manufacturer, not by CITS .
6 Goods returned will only be credited at the discretion of CITS, in full ( subject to a re-stocking fee as advised by CITS ) to the customer’s account under the following conditions :
(I) If returned in the same condition as delivered by CITS to the customer initially and if returned and received by CITS within 7 days from the initial delivery .
(II) Exclusions for returns : opened, damaged, soiled or non-stock items specifically ordered or tailored to the customer, Activation Key software, discontinued items .
(III) If the reason for return is goods not matching the customer’s original purchase order return freight will be paid for by CITS . In all other circumstances unless agreed to by CITS, costs of freight for returned product will be the responsibility of the customer .
7 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 any notice .
8 In the event of CITS instructing its solicitors or agencies to collect an overdue amount, all legal fees and collection charges and tracing agents fees as between solicitor and client 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 New South Wales for all actions which may be instituted against it for the recovery of any amounts owing to CITS or otherwise in relation to this agreement .
10 Product supplied by CITS to the customer will be at the customer’s risk upon delivery to the customer or into the customer’s custody ( whichever the sooner ) .
11 Ownership of the product supplied by CITS will not pass to the customer and will remain with CITS until such time as the product the subject of the contract and all other products supplied by CITS to the customer and all debts owing by the customer to CITS from any other cause have been paid in full .
12 Until such time as the product has been paid for in full and all other debts discharged by the customer, the customer irrevocably agrees and undertakes that CITS( its servants or agents ) will have the right forthwith( and without prejudice to any other rights CITS may have pursuant to these Standard Terms and Conditions of Sale or at law or in equity ) without notice or demand to immediately enter upon the customer’s premises and retake possession and remove the product in the possession of the customer or wheresoever situated .
13 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 .
14 The terms and conditions contained herein 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 CITS and the customer . No representations have been made by CITS or on its behalf which have induced the customer to enter into this agreement .
15 No relaxation or indulgence granted by CITS to the customer shall be deemed as a waiver of any rights of CITS in terms of this agreement and such relaxation or indulgence shall not be deemed a variation of any terms and conditions of this agreement .
16 Except for 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 or 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 actual service fee in a given single case, and in the case of goods, equal to the value of the particular purchase order to which the claim relates .
17 CITS limits its liability to the customer for a breach of any non-excludable condition (other than one implied by s69 of the Australian Trade Practices Act 1974) would contravene a statute or cause part or all of the clause excluding that implied condition or warranty to be void .
18 In clause16,17 and 18 “Non-excludable Condition” means an implied condition or warranty the exclusion of which from an agreement with a “consumer” ( as defined in the Trade Practices Act 1974), would contravene a statute or cause part or all of the clause excluding that implied condition or warranty to be void .
19 Under no circumstances shall CITS 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, loss of use of equipment, lost data, costs of substitute equipment or other pecuniary loss ) arising from any breach or failure by CITS of its obligations under this agreement even if CITS has been notified of the possibility of such damage arising .
20 CITS 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 CITS against any claims made against it by any third party arising out of any such defects .
21 The Customer acknowledges and agrees that it is liable to pay for all stock ordered and held by CITS 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 CITS no later than six (6) weeks after the Buffer Stock is first acquired by CITS .
22 The Customer acknowledges that, unless otherwise agreed in writing, all intellectual property rights attaching to the goods or arising out of provision of the services are and will remain the property of CITS( or its supplier, where such rights are owned by that supplier ), software is licensed to the agreement provided with the software or otherwise agreed between CITS and the customer in writing . Any rights to be conferred on the customer will only commence on payment of all charges payable in connection with those rights .
23 The Customer acknowledges that CITS has not made any warranty or representation, express or implied, in relation to the goods or services supplied, including whether they are suitable for any particular purpose(whether such purpose was made known to CITS or not), unless provided by CITS to the customer in writing .
24 CITS and the customer agree that they will keep at all times as strictly confidential any information designated as being confidential information that is disclosed or provided by one party to the other . In this clause “confidential information “ means information in a any form but does not include information that is already in the public domain at the time that is disclosed or because part of the public domain otherwise than as a result of an authorised disclosure by CITS or the customer .
25 The amount payable to CITS( the “Price” ) is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the goods and services . 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 and services . CITS will issue a valid tax invoice where GST is to be recovered .
26 Acceptance Test Plan
26.1 Both parties( acting in good faith and reasonably ) will agree the acceptance test plan which will be incorporated into the design documentation and which will form part of this agreement once it has been agreed to in writing by the parties . Thereafter the acceptance test plan may only be changed in accordance with the change request procedure as provided for in clause 14 .
Criteria for Acceptance Test Plan
27.2 The acceptance test plan will include sufficient detail so that the customer will be able to confirm that the system and key components of the system and key components of the system comply with the specifications and will include details relating with the specifications and will include details relating to :
(I) The overall approach to be taken in the conduct of the testing,
(II) The scope of the testing and a description of each testing phase,
(III) The types of testing to be undertaken,
(IV) the objectives of each kind of testing,
(V) The technical environment(s) in which testing is to be undertaken and the tools to be utilised;
(VI) The preconditions for the commencement of each phase of testing, including without limitation test scripts, expected results and a description of the data to be utilised during the course of testing;
(VII) The processes and procedures to be followed during each phase of testing;
(VIII) The roles ad responsibilities of the parties during testing;
(IX) Criteria for determining when testing for the relevant phase is deemed complete; and
(X) The sign offs required for each relevant phase to be accepted .
27.3 Subject only to clause 27.4 the system will be deemed accepted if the customer makes commercial use of the system .
27.4 If Acceptance test plan cannot be mutually agreed within 14 days of entering into this agreement, customer may terminate the agreement without penalty or fee or payment of any further monies under the agreement ( other than amounts lawfully due and payable up to the date of termination ) .
28 For the purposes of this agreement CITS and customer shall include their respective employees, agents, licenses, invitees, consultants, sub-consultants and any related and associated companies or entities and agreement means theses standard terms and conditions of sale and the pages that precede them .
29 The parties agree that any dispute or difference arising out of this agreement( “Dispute”) will not be litigated unless parties have genuinely attempted to resolve the dispute by discussions between CITS representative and the customer .