Terms Of Trade - Computer Solutions

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1. Definitions 

"Agreement" means the agreement for supply of Goods and Services between Computer Solutions and the Customer of which these Terms of Trade form part. 

"Charges" includes all monies payable by the Customer to Computer Solutions in relation to the supply of Goods and Services. 

"Customer" includes the Customer's agents and permitted assigns. 

"Goods and Services" includes Goods and Services provided and supplied by Computer Solutions and by any other party authorised to provide or supply necessary Goods and Services at the absolute discretion of Computer Solutions. 

"Computer Solutions" means Darren Thompson trading as Computer Solutions, their agents and assigns. 

"Persons" includes corporations, partnerships and unincorporated associations. 

2. Conditions 

2.1  These Terms of Trade apply to quotations from and orders placed with Computer Solutions and  are varied or excluded only where such variation or exclusion is in writing and signed by Computer Solutions and either is expressed to be a variation of these Terms of Trade or is so inconsistent with them as to allow no other interpretation than that they have been intentionally varied. 

2.2  Where the Customer has agreed to all quotations from and orders placed with Computer Solutions, these Terms of Trade shall be incorporated into every current and subsequent agreement for all quotations from and orders placed by the Customer with Computer Solutions unless specifically varied or excluded in the manner prescribed by Condition 2.1. 

3.  Quotations and Entry into Agreement 

3.1  Quotations or other communications published or forwarded by Computer Solutions to the Customer, whether in writing or not, shall not constitute anything other than an invitation by Computer Solutions to the Customer to do business. 

3.2  In the event of any inconsistency between the Customer's quotation or other request and Computer Solutions' Terms of Trade, the terms of Computer Solutions' Terms of Trade shall prevail unless the variation is agreed to in writing by Computer Solutions. 

3.3  No quotation or other invitation to do business forwarded or other document published by Computer Solutions to the Customer constitutes a representation by Computer Solutions to the Customer that the quotation or publication or the prices set out in it shall be available to the Customer. Any quotation or other publication may be altered or withdrawn by Computer Solutions at any time at the sole discretion of Computer Solutions. 

4. Charges 

4.1  Customers shall pay to Computer Solutions all Charges on a cash on delivery basis or within seven days from the date of the invoice as determined at the absolute discretion of Computer Solutions, unless otherwise agreed in writing, without reduction or deferment on account of any claim, counterclaim or setoff. 

4.2  Should the Customer fail to pay any amount when due to Computer Solutions, the Customer shall he liable to pay to Computer Solutions without demand interest thereon at the rate of 15%. Interest payable hereunder shall be compounded monthly and calculated from the due date for payment to the date upon which payment is actually made. 

4.3  Notwithstanding anything else appearing in the Agreement, all Charges shall immediately become due if the Customer fails to make any payment when due, becomes subject to the bankruptcy laws or enters into any composition with its creditors or enters into liquidation or suffers a receiver or receiver and manager to be appointed to all or part of its assets. 

5. Title and Risk in Goods and Services Purchased 

5.1  The risk in any Goods and Services supplied by Computer Solutions passes to the Customer upon delivery of the Goods and Services irrespective of when payment is completed. 

5.2  No legal or equitable title to Goods and Services shall pass to the Customer until payment in full has been completed by the Customer not only of all Charges for all Goods and Services the subject of the Agreement (unless waived in writing by Computer Solutions, but also until payment has been made of all Charges for all Goods and Services previously supplied by Computer Solutions to the Customer. 

5.3  Until the legal and equitable title to the Goods and Services passes to the Customer, the Customer shall: 

a) hold the Goods and Services as bailee of Computer Solutions returnable at will and without prior demand by Computer Solutions; 

b)  upon demand by Computer Solutions immediately deliver up the Goods and Services to Computer 

Solutions; and 

c) hereby authorises Computer Solutions to enter upon the premises upon which the Goods and Services are stored for the purpose of taking possession thereof. 

5.4 The Customer shall be liable for any damage arising from or in connection with the recovery of possession of the Goods and Services by Computer Solutions. 

5.5  Until title of the Goods and Services passes to the Customer, the Customer will not purport to assign any right or interest therein to any other person. 

6.  Warranty and Limitation of Liability 

a)  The Customer is entitled to all the rights that by the Trade Practices Act, 1974 (or other State or Territory law having a similar purpose) cannot be lawfully excluded from the Agreement, to the extent those rights cannot be excluded; 

b)  All implied warranties that are inconsistent with the Customer's entitlement under condition 6 (a) are to that extent excluded. 

7. Termination 

In addition to the rights of termination provided in the above conditions, Computer Solutions may terminate the Agreement immediately upon the occurrence of any of the following events: 

a)  Failure by the Customer to perform any obligation of the Agreement where such failure is not rectified within 14 days of notice from Computer Solutions requesting rectification. 

b)  A receiver or receiver and manager of the Customer's assets, income or business or any part thereof is appointed or a mortgagee goes into possession thereof. 

c)  The Customer fails to pay its debts as they shall fall due or ceases or threatens to cease to carry on business. 

d)  The Customer purports to assign its rights under the Agreement. 

e)  Any event occurs outside the reasonable control of Computer Solutions which in Computer Solutions estimate makes it impracticable or impossible to for Computer Solutions to fulfil its obligations under the Agreement. 

f)  Without prejudice to other rights at law, Computer Solutions may cease supply of Goods and Services immediately by giving notice orally or in writing if there is a breach of any material term of these Terms of Trade. 

8. Liability and indemnity 

8.1  Computer Solutions will not be liable for any loss or damage suffered by the Customer due to any delay 

or any breach or default under the Agreement, including but not limited to any breach or default under the Agreement by the Customer, compliance with any laws, regulations, orders, acts, instructions or priority requests of governments, acts of God, fires, floods, weather, strikes, lockouts, factory shutdown or alterations, embargoes, wars, or riots. 

8.2  Computer Solutions will not be liable to the Customer for any loss of data on the Customer's or any other person 's computer equipment or systems, including loss arising from the Customer's failure, refusal or neglect to back up data or provide satisfactory and up-to-date anti-virus protection. The Customer absolutely releases and indemnifies Computer Solutions from any liability, loss, damage, claim or other cause of action arising directly or indirectly from any loss of data howsoever and whensoever caused. The Customer warrants that the Customer has taken all necessary steps and acts to ensure all data and other information is saved, stored and backed up to the Customer 's satisfaction prior to the undertaking of the supply of any Goods and Services by Computer Solutions. 

8.3  Computing Solutions will not be liable for any loss, damage or liability whatsoever and howsoever caused resulting from or connected with the engagement of third parties whether or not the third parties have been referred from or recommended by Computer Solutions. The Customer releases and indemnifies Computer Solutions from all liability and claim associated directly or indirectly with goods and services provided by third parties. 

8.4  The Customer agrees that all releases and indemnities under the Agreement apply to the Goods and Services provided by Computer Solutions irrespective of where the Goods and Services are provided, including the Customer 's premises, Computer Solutions ' premises or while any goods or equipment are being transported by Computer Solutions. The Customer warrants that the Customer has taken out all applicable insurances to cover any loss or damage by the Customer with respect to the provision of the Goods and Services. 

8.5  Any delay resulting or arising under clauses 8.1, 8.2 and 8.3 above shall immediately extend the date for the performance by Computer Solutions of any obligation under the Agreement by the period of delay in which event the Customer shall take, if necessary, steps to secure payment for the Goods and Services. 

9. Miscellaneous 

9.1  Any indulgence, latitude or extension of time which Computer Solutions may show towards the Customer in relation to any of the provisions of the Agreement or any matter or thing relating thereto or arising therefrom shall not in any way prejudice or interfere with Computer Solutions' rights under the Agreement and shall not be claimed to constitute a waiver thereof 

9.2  The Customer acknowledges that no oral terms or representations form part of the Agreement unless they have been reduced to writing prior to entering into the Agreement. 

9.3  Any notice to be given to a party shall be in writing and shall be sent by post, electronic mail or facsimile to the address of that party as shown in the Quotation, Purchase Order or Confirmation of Order or as subsequently notified by that party to the party giving the notice and shall be deemed to have been given at the time it would have been received in the normal course of post if forwarded by post and if otherwise given at the time it was actually successfully transmitted. 

9.4  The Agreement shall be governed by the laws of Queensland and the parties agree to submit the jurisdiction of the Courts of that State.