TERMS AND CONDITIONS OF SUPPLY
1 DEFINITIONS
1.1. “Customer” means the party whose order for the service is accepted by the Company.
1.2. “Kenric Pearce Global Solutions Pty ltd. Level 2,710 Collins Street, Docklands 3008, Melbourne, Australia.
1.3. “Goods” means the hardware and/or software products which the Company is to supply in accordance with these terms and conditions.
1.4. “Contract” means the contract on the terms and conditions set out herein between the Company and the Customer.
1.5. “Services” means any services which the Company is to supply under this Contract, details of which are set out in the service level agreement which shall be incorporated herein. This Contract shall apply to any services supplied by the Company unless the Company and the Customer enter or have entered into a separate agreement for services.
2 ORDER ACCEPTANCE
2.1. All orders placed with the Company by the Customer, Services shall constitute an offer to the Company under these terms and conditions subject to availability of the services and acceptance of the order by the Company’s authorised representative in the case of a direct sale.
2.2. All orders are accepted Services supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing on or after the date hereof by the Company’s authorised representative.
2.3. It is agreed that these terms and conditions prevail over the Customer’s terms and conditions of purchase online or by contract unless the latter terms and conditions are amended by the Company in writing and signed by the Company.
3 SOFTWARE
3.1. With regard to any software supplied pursuant to this Agreement over which the Company or third parties hold title or other rights, the Company shall permit or procure for the Customer (as the case may require) the right to use that software.
3.2. With regard to any software referred to in clause 3.1 above the Customer undertakes not to disclose or make available any part or parts to any third party without the prior consent of the Company.
3.3. Software shall be supplied on the terms of the applicable licence agreement.
3.4. The Customer agrees to indemnify the Company in respect of any costs, charges or expenses incurred by the Company at the suit of any third party owner of the software in respect of any breach by the Customer of the terms of the licence agreement on which the software is supplied.
4 PRICE
4.1. The Price of the Services shall be the Company’s quoted price.
4.2. The Company reserves the right, by giving notification to the Customer any time before delivery, to increase the price of the Services to effect an increase in costs to the Company which is due to any factor beyond the control of the Company.
4.3. The Price is exclusive of any applicable value added tax which the Customer shall be in addition liable to pay to the Company.
5 PAYMENT
5.1. Except as otherwise set out herein, payment of the Company’s invoices in respect of the Goods and Services shall be made in full without any deductions or set-off within 30 days of the relevant invoice date if it is a direct sale.
5.2. If the Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to (i) cancel the contract or suspend any further deliveries of Goods or supply of Services to the Customer.
6 WARRANTIES
6.1. The Company will endeavour to ensure that the Customer has the benefit of any guarantee or warranty in respect of the Goods which may have been given to the Company by the manufacturer or third party.
6.2. The Customer is responsible for instructing itself on the terms of such guarantee or warranty and ensuring that any conditions are fully complied with.
6.5. The Company will provide the Services with reasonable care and skill.
7 RENEWAL
7.1 This agreement shall be renewable at the end of the current term for a successive twelve (12) month term unless either party gives written notice of its intention not to renew three (3) months before expiration of the current term.
8 GENERAL
8.1. Any notice required or given by another party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
8.2. No waiver by the Company of any breach of this Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions.
8.3. If any provision of these conditions is held to be invalid, illegal or unenforceable, in whole or in part, such provision shall to that extent be deemed not to form part of this Contract and the enforceability of the remainder of this Contract shall not be affected.
8.4. This Agreement is not assignable by the Customer without the written consent of the Company.
8.5. This Agreement shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.