- South Pacific Software Pty Ltd ABN 70 610 481 242; and
- The Customer placing an order with the Seller to acquire any Computer Hardware.
A. South Pacific Software Pty Ltd operates an online platform through a website (Website) for the supply of Computer Hardware and computer programs, including the SpeedPix App.
B. By using our Website you agree that you are is subject to these terms of supply. Please read them carefully each time you use our Website to order Computer Hardware as we may from time to time amend these terms of trade without prior notice.
C. By placing an order for the supply of Computer Hardware from our Website, you agree that these terms of supply will, in all circumstances, prevail any terms and conditions contained in quotes, invoices or other documentation exchanged between the parties whether or not such documentation expressly provide that they override these terms and conditions; including, without limitation, any terms and conditions attached or forming part of any purchase order delivered by you to us.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the State or Territory consumer protection legislation;
Consumer has the meaning given to it in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
Consumer Goods means goods of a kind ordinarily acquired for personal, household or domestic use or consumption, as that expression is used in section 3 of the Australian Consumer Law;
Consumer Guarantee has the meaning given to it in section 3 of the Australian Consumer Law;
Consumer Services means services of a kind ordinarily acquired for personal, household or domestic use or consumption, as that expression is used in section 3 of the Australian Consuer Law;
Computer Hardware includes any brand of computer workstation, laptop or tablet computer
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
SpeedPix App means the SpeedPix presentation software for patient education and sales presentation and other uses;
Website means <http>
we, us and our means [insert [Company/Business name] Pty Ltd];
you and your means the Customer.
2 ACCEPTANCE OF THESE TERMS OF SUPPLY
2.1 You agree to the following terms and conditions of sale by the placement of an order with us to purchase Computer Hardware.
3 PRICING AND INVOICING
3.1 Any price list we make available to you, or pricing information contained on the Website or any quotation provided by us is not an offer or obligation to sell to you and we reserve the right to accept or reject, in our absolute discretion, any purchase orders you may deliver to us.
3.2 Each amount payable by you under these terms of supply of Computer Hardware in respect of a “taxable supply” (as defined in the GST Act) by us is a GST exclusive amount and you must, in addition to that amount and at the same time, pay the GST due in respect of that supply. We will usually insist upon cleared payment being received by use before we deliver the Computer Hardware to you.
3.3 We reserve the right to refuse or cancel any orders placed. If the order had been confirmed and charged to your credit card or bank account, we will immediately issue a refund.
4 DELIVERY OF COMPUTER HARDWARE
4.1 We place great importance on the fast and reliable delivery of Customer’s orders, however please note that delivery times are estimates only and we will not be liable for delays in delivery of the Computer Hardware. The Computer Hardware will be at your risk for loss or damage at the point of delivery.
5.1 Except to the extent otherwise required by law, all returns of any Computer Hardware where there has been no breach of either: (a) these terms and conditions; and (b) an applicable Consumer Guarantee, must be approved in writing by us.
5.2 We reserve the discretion to accept or reject requests for return of any Computer Hardware where we are not in breach of either: (a) these terms and conditions; or (b) any applicable Consumer Guarantee.
5.3 Any Computer Hardware that we approve as returned Computer Hardware must be freight prepaid by you. Approved returned Computer Hardware remains at your risk as to loss or damage until such time as the returned Computer Hardware arrives at our place of business.
6 MANUFACTURER’S WARRANTIES
6.1 Our Computer Hardware usually come with warranties from the manufacturer. Your rights under these warranties are governed by the specific terms of the manufacturer’s warranty. We have no liability to you in respect of the manufacturer’s warranty.
7 LIMITATION OF LIABILITY
7.1 Except where you are a Consumer, to the full extent permitted by law and subject to any implied condition, warranty or right, which cannot be excluded by law: (1) we exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement; (2) we are not liable for any loss (including special, indirect or consequential loss, loss of profits or revenue, loss of business, loss of reputation, loss of goodwill, loss of opportunity arising or loss caused by our negligence) or damages (including but not limited to direct, indirect, consequential, special, exemplary or punitive damages) suffered or incurred by you in connection with any of our acts or omissions or any acts or omissions of our directors, employees, independent contractors or agents.
7.2 You acknowledge that neither South Pacific Software Pty Ltd nor our directors, officers, employees, independent contractors and agents has made any representation or given any promise or undertaking which is not expressly set out in your order or these terms and conditions in relation to the fitness of the Computer Hardware for any particular purpose. Subject to paragraph 7.3, we will not be held responsible and we expressly disclaim any liability whatsoever for any claims, demands or damages, direct or indirect, of every kind and nature, arising out of or in any way connected with your use of the Computer Hardware.
7.3 In respect of Computer Hardware, if you are a Consumer, to the full extent permitted by law and subject to any implied condition, warranty or right, or any Consumer Guarantee, which cannot be excluded by law: (1) We exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement; (2) We exclude all liability in respect of loss of data, interruption of business or any consequential or incidental damages; and (3) All implied conditions, warranties, rights and terms are excluded; (4) Where any condition, warranty or right is implied by law, or Consumer Guarantee cannot be excluded, we limit our liability for breach of, or other act contrary to, that implied condition, warranty or right or Consumer Guarantee, or otherwise to the extent permitted by law. In particular, to the extent possible, we limit our liability in respect of any claim to, at our option: (a) in the case of Consumer Goods: (i) the replacement of the Consumer Goods or the supply of equivalent Consumer Goods; (ii) the repair of the Consumer Goods; (iii) the payment of the cost of replacing the Consumer Goods or of acquiring equivalent Consumer Goods or (iv) the payment of having the Consumer Goods repaired, and (b) in the case of Consumer Services: (i) the supply of the Consumer Services again; or (ii) the payment of the cost of having the Consumer Services supplied again.
7.4 Our maximum aggregate liability to you under paragraph 7.3 is limited to the cost of the Computer Hardware you have paid to us.
8.1 You agree to indemnify, defend, release and hold South Pacific Software Pty Ltd and our directors, officers, employees, independent contractors and agents (“those
Indemnified”) harmless from and against all claims or demands of liability, costs, expenses, losses, losses or damages (including but not limited to direct, indirect, consequential, special, exemplary or punitive damages) however caused, including but not limited to reasonable legal fees and costs in connection with any claims or legal proceedings arising out of your use of the Computer Hardware or your breach of this Agreement (or both).
9 INTELLECTUAL PROPERTY RIGHTS
9.1 All copyrights, trademarks and other intellectual property rights (registered and unregistered) in and to the Computer Hardware belong to us and/or third parties. Nothing in this Agreement grants you a right or license to use any trademark, copyright or other intellectual property right owned or controlled by us and/or third parties.
10 GOVERNING LAW AND JURISDICTION
10.1 Failure to exercise, or any delay in exercising, any right, power or remedy by a party does not operate as a waiver or abandonment of the right, power or remedy. A single or partial exercise of any right, power or remedy does not preclude any further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
10.2 If any provision of this Agreement is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions of this Agreement.
10.3 This Agreement are governed by the laws of New South Wales, Australia which are in force from time to time and both you and we agree to submit to the exclusive jurisdiction of the courts of New South Wales for determining any dispute arising out of or related to the use of the Computer Hardware or this Agreement.