Terms and Conditions of Supply
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.
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.
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 19.25% as per the interest rate fixed by the Attorney General of Victoria, pursuant to section 2 (1) of the Penalty Interest Rates Act 1983.
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.
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.
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.
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.
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.
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.
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.
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
18.1 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.
This document was last updated 10th January 2013