Standard Terms and Condition of Sale
Standard Terms and Condition of Sale
Aquion Pty Ltd.
STANDARD TERMS AND CONDITIONS OF SALE
1. “Aquion” means Aquion Pty Ltd, ABN 57 094 985 136 in these Standard Terms and Conditions of Sale.
2. “Customer” means the person, reseller, business or company that is the purchaser of the Products and/or Services;
3. “PPSA” means the Personal Property Securities Act 2009 (Cth).
4. “Products” means any goods (including software and maintenance) supplied to Customer by Aquion and described in Aquion’s invoice.
5. “Services” means any services supplied to Customer by Aquion and described in Aquion’s invoice.
1. If credit is granted payment terms are strictly seven (7) days or as shown on the invoice for the purchase. Aquion reserves right to review, change and cancel payment terms with written notification.
2. Payment is to be by direct deposit to Aquion’s nominated account with cleared funds available on the due date. Credit Card payments attract an additional fee.
3. Credit limits granted may not be exceeded without the written prior consent of Aquion.
4. Customer may cancel an order which has been accepted by Aquion if Customer reasonably believes Aquion has breached a material obligation of the agreement under which the order was made.
5. All sales are considered to be final. All goods sold including software licenses and maintenance are NOT returnable or refundable, unless required under law or by agreement in writing by an authorised representative of Aquion or there has been an event in accordance with clause 1 above.
6. Account for deposit: Westpac Banking Corporation BSB: 032-097 Account No: 23-2321 SWIFT Code: WPACAU2S.
1. The Customer hereby acknowledges that, should any amount not be paid on the due date, the entire balance then outstanding shall immediately become due and payable without any notice of whatsoever nature. The Customer agrees that a service charge of 0.05% per day on overdue balances may be charged to the Customer’s account at the discretion of Aquion.
2. In the event of Aquion pursuing the collection of an overdue amount all legal fees and collection charges shall be borne by the Customer.
3. Aquion may, in its sole discretion suspend the provision of credit to Customer until all amounts owing are paid for in full and from time to time and at any time, vary or cancel any credit facility it makes available to Customer.
4. Shipments will be made to Customer’s identified “Ship to” address as specified on Customer’s purchase order or carrier, subject to Aquion’s written approval prior to shipment. Unless specified in an accepted purchase order, Aquion will select the carrier.
5. All risk of loss of or damage to the Products will pass to Customer upon delivery to the carrier, or Customer, whichever occurs first (ex-Works). In the case of Software notification by email is considered delivery.
6. Unless Customer provides Aquion with express instructions to the contrary prior to shipment, Aquion may make partial shipments on account of Customer’s purchase orders, to be separately invoiced and paid for when due. Any delay in the delivery of any instalment will not relieve Customer of its obligation to accept the remaining deliveries.
7. Aquion will use its commercially reasonable efforts to meet the delivery dates specified in Aquion written acceptance of Customer’s purchase orders, but in no event will Aquion be liable for any losses, damages or penalties resulting from any delay in shipment or delivery. Customer must inspect all Products promptly upon receipt, and may reject any defective item by requesting a Return Merchandise Authorisation number from Aquion pursuant to Aquion’s then current return policy. Any Products not rejected within 7 days of receipt by Customer will be deemed accepted by Customer.
8. Title in the Products supplied by Aquion to Customer will not pass to Customer and will remain the absolute property of Aquion until such time as Aquion has been paid by Customer all monies due and owing to it by the Customer in relation to any account.
9. All Products purchased from Aquion are covered by the applicable Supplier’s warranty. Customer must refer to the warranty details and specified repair period stated on the Product or in associated documentation. Aquion does not provide any warranties in addition to the Supplier’s warranties for that Product. Software Products are also warranted in accordance with the relevant licence agreements that govern their use.
10. Customer indemnifies Aquion, its employees, agents and subcontractors against all losses, damages, expenses and costs (on a full indemnity basis and whether incurred by or awarded against any of them) that any of them may sustain or incur as a result, whether directly or indirectly, of any Claim.
11. If the performance of Aquion’s obligations under these Terms or any relevant Contract is prevented, restricted or affected by force majeure including strike, or any other cause beyond the reasonable control of Aquion, Aquion will give notice of
such cause to Customer and after 14 days from the receipt by Customer of such notice, either party may terminate the relevant Sales Contract without penalty.
12. Customer agrees that Aquion may obtain information about Customer from any business which provides information about the commercial creditworthiness of persons for the purposes of assessing Customer’s application to purchase the Products on credit and collecting any overdue amounts.
13. Customer agrees to Aquion collecting, using and disclosing information about Customer including Customer’s name and address, credit limits on Customer’s accounts, the amount of any payments which are overdue for at least 60 days, any method of payment which have been dishonoured and information that Aquion has ceased to supply the Products and services to Customer.
14. The Customer hereby agrees 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 Aquion.
15. Aquion will not be bound by any terms attaching to Customer’s order and, unless those terms are expressly agreed to in writing by an authorised representative of Aquion, Customer agrees that those terms are hereby excluded.
16. Any credit approval or any outstanding amount due may not be transferred to another entity unless specifically approved in writing by an Aquion Director. If a transfer of business ownership takes place which includes liabilities to Aquion then these liabilities are due for immediate payment on the date of transfer.
17. The Products are personal property, and Customer agrees that these Terms create a purchase money security interest (“PMSI”) in the Products (and their proceeds) supplied presently and in the future by Aquion to the Customer.
18. The Customer must do all things necessary and execute all documents reasonably required to register the PMSI granted by the Customer under these Terms and to ensure that Aquion acquires a perfected security interest in the Products under the PPSA.
19. Until ownership of the Products passes to the Customer, to the extent permitted by law the Customer waives its rights under sections 95, 118, 121(4), 129, 130, 132(1), 132(4), 135(2), 137(3), 142, 143, 157(1) and 157 (3) of the PPSA.
20. The Customer’s right to possession of Products still owned by Aquion under these Terms immediately ceases if the Customer is subject to and insolvency event.
21. The Customer expressly and irrevocably agrees that Aquion is entitled to enter any premises where the Products supplied by Aquion are located to repossess, remove and sell such Products and indemnify Aquion in respect of any claims, actions and costs that may arise against Aquion in relation to the removal, repossession and sale of the Products pursuant to these Terms including any claims brought by third parties.