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Parcus Group Pty Ltd
Terms and
Conditions of Supply
1. Supply.
Parcus Group Pty Ltd (Parcus Group) agrees to supply goods (Products)
and/or services (Services) to the Customer on these standard terms and
conditions (Terms)
2. Purchase Orders.
Purchase orders for Products or Services will constitute an offer by the
Customer and may only be accepted by Parcus Group in writing. Any amendments
to purchase orders for Products or Services must be approved by Parcus Group
in writing to be
effective. Only these Terms (not other terms and conditions which may be
attached to or incorporated in a purchase order) form part of the agreement
between the parties. Acceptance of a purchase order will not be acceptance
of any such terms or conditions.
3. Payment.
Payment terms are strictly 14 days from the date of invoice. Products will
be invoiced on delivery. Services will be invoiced at the end of each month
and on completion or as otherwise prescribed in the documents describing the
Services to be supplied.
4. Interest.
Any amount not paid on the due date for payment will carry interest from
that date until payment is made in full at the rate of 11.25% as per the
interest rate fixed by the Attorney General of Victoria, pursuant to section
2 (1) of the Penalty Interest Rates Act 1983.
5. Warranty.
Parcus Group 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 as made known to the Customer in the
documents supplied by Parcus Group or the manufacturer or as otherwise
published or made known to the Customer. Defects in Services reported to
Parcus Group within 30 days of delivery of the Service will be rectified by
Parcus Group at no charge to the Customer. Parcus Group 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 Parcus
Group ;
(d) the performance of maintenance or attempted repair by persons other than
Parcus Group or as authorized by Parcus Group;
(e) changes made to the deliverables created by performance of the Services
or to the operating environment;
(f) the relocation of Products by the Customer; or
(g) any configuration or reconfiguration by the Customer of the Products or
other equipment with which the Products interface.
6. Delivery.
Parcus Group will use its reasonable endeavours to deliver Products or
Services to the Customer by the date agreed but will not
be liable for any delays in delivery caused by matters beyond its control.
Freight charges incurred by Parcus Group in delivering Products to the
Customer will be invoiced to the Customer at cost unless quoted otherwise.
7. Acceptance
Unless the Customer gives Parcus Group 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 shall be deemed to have accepted that deliverable
on delivery. Where the Customer puts a deliverable to commercial use, it
shall be deemed to have accepted that deliverable on the first day of such
use, whether or not a notice of the kind contemplated by this clause is
given to Parcus Group as required.
8. Returns.
Products returned will only be credited to the Customers account if the
return is authorized by Parcus Group and the Products
are in the same condition as delivered by Parcus Group and only if received
by Parcus Group within 14 days of delivery.
Parcus Group reserves the right to charge the Customer for any costs or
losses incurred by Parcus Group if Products which
are not faulty are returned or returned without authorization, returned
later than 14 days from delivery or in a different condition to the
condition the Products were in when delivered by Parcus Group. Parcus Group
will use its best endeavours to minimize
such costs and losses. No-Returns policy applies to all Software sales.
9. Risk and Insurance.
Risk of loss, theft, damage, deterioration or destruction of Products passes
to the Customer upon the earlier of:
(a) delivery to the Customer;
(b) the taking of possession by the Customer; and
(c) the delivery to any carrier contracted to the Customer for delivery to
the Customer.
10. Title.
Until the Products have been paid for in full, they remain the property of
Parcus Group. If the Customer fails to pay any moneys
to Parcus Group when due, Parcus Group may immediately without notice or
demand enter upon the Customers premises
and take possession of the Products. This right is without prejudice to any
other rights that Parcus Group may have.
11. Confidentiality.
Parcus Group 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 unauthorized disclosure by Parcus Group or the Customer.
12. Intellectual Property.
The Customer acknowledges that, unless otherwise agreed in writing, all
intellectual property rights attaching to the Products or
arising out of the provision of Services are and will remain the property of
Parcus Group (or its supplier, where such rights are
owned by that supplier). Software will be licensed to the Customer on the
terms of the relevant license agreement provided with the Product or as
otherwise agreed between Parcus Group and the Customer in writing. Any
rights to be conferred on Customer will only commence on payment of all
charges payable in connection with those rights.
13. Termination.
Where 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,
Parcus Group 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 Parcus Group;
(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 Parcus Group;
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 Parcus Group 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 Parcus Group or
not), unless provided in writing.
15. No Implied Terms.
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 Parcus Group for a breach of a condition or warranty implied
into these Terms by the Trade
Practices Act, 1974 is limited at the option of Parcus Group:
(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 Parcus Group will not be liable to the Customer for any indirect or
consequential damages including loss of profits,
revenue, data or use arising out of or in relation to the supply of Products
and/or Services, even if Parcus Group 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,
Parcus Group 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
pursuant to these Terms or in respect of a failure or omission on the part
of Parcus Group to comply with its obligations under
these Terms, shall be, in aggregate, limited to an amount equal to the
amount paid by the Customer to Parcus Group under
these Terms.
17. Variation.
Any variation to these Terms must be in writing. Variations to any of the
Services agreed to be supplied will be charged by
Parcus Group at its then current rates for those additional services, unless
otherwise agreed in writing
18. General.
18.1 All notices must be in writing and sent by mail, hand delivery or
transmitted by facsimile to the address or facsimile
number of the receiving party and shall be deemed delivered, in the case of:
(a) hand delivery, on delivery;
(b) posting, three days after dispatch; and
(c) facsimile, on completion of complete and legible transmission.
18.2 No leniency, indulgence or extension of time granted by Parcus Group to
the Customer will prejudice any of
Parcus Group rights in any way or constitute a waiver of any of Parcus
Group rights.
18.3 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.
18.4 These Terms are governed by the laws of Victoria and the parties agree
to submit to the non-exclusive
jurisdiction of the courts of Victoria.
19. Taxes and GST.
19.1 The amount payable to Parcus Group (the Price) 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 shall be liable for any
new or varied taxes, duties or charges imposed subsequent to Parcus Groups
quotation or proposal or to this agreement in
respect of the supply of the Products and Services. Parcus Group will issue
a valid tax invoice where GST is to be recovered. |
