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Terms and Conditions
Terms and Conditions
1 Definitions
`BQT Solutions' means BQT Solutions Pty Ltd (referred to herein as `the Company'), selling products to the Customer as identified in the Company's quotation or invoice.
`Customer' means the person or legal entity identified in BQT Solutions quotation or invoice.
`Contract' means a contract for sale by the Company to the Customer of the products and / or services incorporated in the quotation.
2 Formation of Contract
No Contract shall come into existence until the Company has accepted the Customer's order and, notice of such acceptance has been received by the Customer.
The products sold and / or services rendered are subject to these Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by the Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by, these Terms and Conditions.
3 Terms of Payment
Unless BQT Solutions has granted credit terms, payment for the products and services shall be made in full before delivery of products or services.
The Customer shall be liable for all shipping and handling costs and shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise privilege and similar levies and taxes.
4 Credit Terms
Credit shall only be granted at the sole discretion of the Company consequent upon negotiation and any credit granted may be revised by the Company at any time at it's discretion.
All accounts are payable strictly net 14 days from the date of each invoice.
Time for payment is of the essence, BQT Solutions reserves the right to charge interest at 3% above the base commercial rate in Australia for overdue payment.
All credit sales are made upon the following terms and conditions:
i. the Company reserves the right to withdraw the credit facility upon breach by the Customer of any of these terms and conditions
ii. the Customer herein agrees that upon such withdrawal any and all monies owing on the account become due and payable immediately.
5 Trade Marks
Neither the Company's agreement to sell goods to a Customer nor the supply of goods to a Customer shall confer any right upon the Customer to use any Trade Mark of which the Company is the registered holder and at all times such Trade Marks remain the property of the Company.
6 Software
All software provided is subject to the terms and conditions of the license agreement relating to that software. The Customer acknowledges its obligations to abide by such license agreements. The Customer also acknowledges that the Company does not warrant any software under these terms and conditions. All software is warranted in accordance with the license agreement that governs its use.
All rights, title or interest in respect of the intellectual property rights in the software remain with the Company or the licensor of the software at all times.
7 Title and Risk
Title to all goods supplied by the Company remains with the Company and does not pass to the Customer until payment in full is paid by the Customer for all goods supplied to it by the Company.
Unless agreed in writing, risk in the products shall pass to the purchaser at the time when the goods have been placed on the vehicle that is to effect delivery from the Company store or warehouse. The goods shall remain at the Customers' risk at all times unless and until the Company takes possession of the goods pursuant to these terms and conditions.
Title to software, shall remain with the applicable licensor(s) at all times.
8 Delivery
The Company may, deliver at its discretion, the products by installments in any sequence. Where the products are delivered by installments, each installment shall be deemed the subject of a separate contract and no default or failure by the Company in respect of any other installments shall vitiate the Contract in respect of products previously delivered or any undelivered products.
Any dates quoted by the Company for the delivery of the products are approximate only and shall not form part of the Contract. The Company shall not be liable for any delay in delivery of the products and / or services, however caused.
9 Acceptance of Products
Unless the Customer notifies the Company to the contrary on the day of delivery and such notification is confirmed in writing within two (2) days, the products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the prices of the products whilst any claim is being investigated by the Company.
Shipping and handling charges for the return of products will be charged to the Customer.
Retuned products must be received by the Company in `as new' condition or as originally shipped by the Company including manuals, diskettes, CD's, power cables and any other items originally included with the product.
10 Warranty
Unless specified otherwise, the Company warrants to the Customer that' BQT Solutions Branded Products' (excluding third party products and software) are covered by a return to base warranty on defects in materials and workmanship affecting normal use for a period of 12 months from invoice date (`Standard Warranty')
This standard warranty does not cover damage, fault, failure or malfunction due to external causes including; accident, misuse, problems with electrical power, servicing not authorised by the Company, usage and or storage and/or installation not in accordance with Product instructions, failure to perform required preventative maintenance, normal wear and tear, act of God, fire, flood, war, any violent or similar occurrence; any attempt by any person other than Company personnel or any person authorised by the Company to repair or support the Products and problems caused by use of parts and components not supplied by the Company. The standard warranty does not cover any items that are in one or more of the following categories: software; external devices; accessories or parts added to the product after the product has been shipped from BQT Solutions.
During the 12 month warranty period beginning on the invoice date, the Company will repair or replace products returned to its' factory. The Customer must prepay shipping and transportation costs and insure the shipment or accept the risk of loss or damage during such transportation.
The Customer shall be solely responsible for determining suitability for use and the Company will, in no event, be liable in this respect. This standard warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and / or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.
The Customer agrees that in relation to third party products purchased through the Company, where the products are covered by the relevant manufacturer's warranty, then BQT Solutions standard warranty shall not be extended to such products and the manufacturers' warranty shall be the sole warranty in respect of such products. The Customer shall utilize that manufacturers warranty for the support of such products and shall not look to the Company for such warranty support.
11 Liability
The Company shall not be liable to the Customer for any direct, indirect, special or consequential damages whatsoever, whether in tort (including negligence) strict liability or contract arising out of, or in connection with the purchase, use, or performance of products, or services, even if the Company has been advised of the possibility and the Company's total liability in respect of each event or series of connected events shall not exceed the total selling price paid for the purchase of products and / or services under these Terms and Conditions.
The Customer shall indemnify the Company and keep the Company fully and effectively indemnified against any loss of, or damage to any, or injury to, or death of any persons caused by any negligent act, or omission, or willful misconduct of the Customer, it's employees or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.
The Company and the Customer agree that the Company shall not be liable for products not being available for use, or for data or software, which is corrupted, deleted or altered.
Any service response times stated by the Company in service contracts are approximate only and the Company shall not be liable for any direct or indirect loss or damage arising from its failure to meet such response times however occasioned.
Any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice documents or information issued by the Company, shall be subject to correction without any liability on the part of the Company.
12 Force Majeure
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of the Company, the Company is unable to perform in whole, or in part any obligation under this agreement, the Company shall be relieved of its obligations under these Terms and Conditions to the extent and for the period that it is unable to perform and shall not be liable to the Customer in respect of such liability.
13 Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of New South Wales and the Customer agrees to submit to the non-exclusive jurisdiction of the courts of New South Wales.
14 General
The Customer shall not reassign or otherwise transfer any Contract or any of its rights and obligations hereunder whether whole or in part without the written consent of the Company. Any such unauthorized assignment shall be deemed null and void.
Under the Trades practices Act 1974 (`Act'), where implied conditions and warranties cannot be excluded, the Company's liability of such conditions and warranties (other than a condition of warranty implied by section 69 of the Act) shall be limited, at the Company's expense to;
(a) in the case of products, the replacement of the products or the supply of equivalent products; the repair of such products or payment of the cost of replacing the products or of acquiring equivalent products; or the payment of having the products repaired OR,
(b) in the case of services, the supplying of services again, or the payment of having the services supplied again.
15 Offer and Acceptance
Any quotation made by the Company is not an offer to sell or to provide services. The Company shall not be bound by any order given in pursuance of any quotation until it is accepted in writing by the Company, or by the commencement of supply or the provision of services. Unless otherwise agreed in writing, all orders are subject to acceptance by the Company within 30 days of receipt by the Company of the order.
These terms and conditions shall be deemed to be incorporated into any agreement between the Company and the Customer. Any terms and Conditions contained in any order, offer, acceptance or other document of the Customer and all representations statements, terms and conditions and warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent provided by law.
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