FOR THE SUPPLY OF GOODS AND SERVICES BY EXTRANET SYSTEMS PTY LTD

 

 DEFINITIONS

"Customer" means the company, firm or person to whom the products or services are provided
"Goods" means the goods described in the quotation.
"Services" means the services described in the quotation.

 

ACCEPTANCE OF ORDER

 

A binding agreement shall only come into existence between Extranet Systems Pty Ltd and the Customer for the Goods and Services specified in the quotation when an order accepting this quotation has been received and accepted by Extranet Systems Pty Ltd.

The terms and conditions specified herein shall apply to every supply of the Goods and Services specified in this quotation between Extranet Systems Pty Ltd and the Customer.

In the event of an inconsistency between the terms and conditions contained here and any other agreement between Extranet Systems Pty Ltd and the Customer, these terms and conditions shall prevail.

 

PRICE

 

Unless otherwise specified in writing, the price quoted herein does not include any taxes, duties and fees including goods and services tax (GST), stamp duty and sales tax, travel time to site, charges for freight, packaging, customer clearance charges, any import surcharges and any other charges for any special requirements by the Customer. The price quoted herein is for the Goods and Services specified only and subject to the addition of any such applicable taxes, charges and surcharges.

Extranet Systems Pty Ltd reserves the right to vary any price given in this quotation prior to the acceptance of the order by Extranet Systems Pty Ltd.

 

DELIVERY AND ACCEPTANCE

 

Unless otherwise agreed in writing, the method or delivery of Goods shall be at the sole discretion of Extranet Systems Pty Ltd.

Extranet Systems Pty Ltd does not guarantee delivery of Goods within any time-frame. Extranet Systems Pty Ltd will make use it's best endeavors to ensure delivery is made in a timely manner, however product availability is dependent upon third parties and therefore subject to delays and changes without notice.
Unless otherwise specified in writing, All Goods and Services shall be delivered to the address specified by the Customer in writing within a minimum of fourteen (14) days of the date on which the Goods are due to be dispatched. Extranet Systems Pty Ltd will make every reasonable effort to deliver within the time specified but not be liable for any delay in delivery.

Extranet Systems Pty Ltd shall not be liable to the Customer for any loss or damage of any kind whatsoever (whether direct or consequential) suffered by the Customer by reason of Force Majeure i.e. any cause not within the control of Extranet Systems Pty Ltd and/or its third party suppliers. Force Majeure includes, without limitation, acts of God, fires, floods, war, strikes, riots, trade disputes, any dispute whatsoever relating to or arising out of the Goods or Services to be supplied hereunder, the imposition of any import or export restrictions, any dispute with the Australian Custom Service or other similar authority, shipping delays and any circumstance beyond the reasonable capital of Extranet Systems Pty Ltd and/or its suppliers. In the event of Force Majeure the delivery date shall be extended by the duration of the Force Majeure period. Extranet Systems Pty Ltd shall not be liable for failure to give notice of the existence of Force Majeure.
Acceptance of Goods by the Customer shall be deemed to have taken place at the expiration of one working day from the date the Goods were delivered to the Customer.

Extranet Systems Pty Ltd is not liable for damages or any associated costs if third party contractors are sourced on behalf of the Customer.

Extranet Systems Pty Ltd is not responsible nor liable for any hardware or software ordered by the customer that is deemed not suitable or inadequate by the customer. The customer is responsible in performing all due diligence for any products (hardware and software) ordered from Extranet Systems Pty Ltd.

Extranet Systems Pty Ltd does not guarantee the compatibility of any third party software with any hardware supplied by Extranet Systems Pty Ltd unless agreed expressly in writing by an authorised representative. Extranet Systems Pty Ltd does not guarantee the compatibility of any third party software with any other third party software supplied by Extranet Systems Pty Ltd unless agreed expressly in writing by an authorised representative.

 

TERMS OF PAYMENT

 

Unless otherwise agreed in writing by Extranet Systems Pty Ltd, payment for Goods supplied shall be made in full upon delivery to the Customer's address.

Extranet Systems Pty Ltd reserves the right to place orders on hold until previous outstanding accounts have been settled. If the Customer fails to pay for any Goods or Services within the above-mentioned time, Extranet Systems Pty Ltd reserves the right to charge interest on any outstanding balances at the rate of sixteen percent (16%) per annum.
The provision of credit and/or the continued provision of credit by Extranet Systems Pty Ltd to the Customer from time to time shall be in the absolute discretion of Extranet Systems Pty Ltd. Extranet Systems Pty Ltd may in its absolute discretion:

 

• Extend credit to the Customer; or

• Continue to extend credit to the customer; or

• Extend and/or continue to extend credit to the Customer subject to the provision of security in a form acceptable to Extranet Systems Pty Ltd; and/or

• At any time and from time to time vary or cancel the credit facility available to the Customer.

 

Extranet Systems Pty Ltd may request a deposit for any goods and services ordered by its customers either through their own purchase order system, a signed quote acceptance or any other form of approval placed by the customer. The deposit being a percentage amount of the order, may vary from order to order depending on the total order amount.

In the event Extranet Systems Pty Ltd has to engage a third party for debt recovery, the purchasing customer of the supplied goods and services is liable for payment of all legal costs incurred to recover the outstanding debt.

 

RISK

 

Unless otherwise stated in writing, risk in all Goods supplied to the Customer remains with Extranet Systems Pty Ltd only up to the line of dispatch. After dispatch, risk of loss or damage to the Goods of any kind whatsoever and any loss or damage (direct or consequential) arising out of or related thereto shall be borne by the Customer, and the Customer shall be responsible for obtaining adequate insurance effective from the time risk passes.
If the dispatch of Goods is delayed at the request of the Customer, the Goods shall be at the risk of the Customer as from the date the request was made and the Customer shall be liable for costs incurred by Extranet Systems Pty Ltd in storing, holding and/or insuring the Goods thereafter provided that Extranet Systems Pty Ltd shall be under no obligation to insure such Goods from the time risk passes.

Without derogating from the above said, title of the Goods provided by Extranet Systems Pty Ltd to the Customer shall remain with Extranet Systems Pty Ltd until such time that the Goods, and all related Services, have been paid for in full by the Customer to Extranet Systems Pty Ltd.

In the event of the Customer not being able to pay for Goods within the above-mentioned terms, Extranet Systems Pty Ltd is hereby irrevocably authorised to enter onto the premises of the Customer and re-possess the Goods and any other goods in the Customer's possession the property which is vested in Extranet Systems Pty Ltd.

 

LIEN

 

In addition to any lien to which Extranet Systems Pty Ltd may be entitled by law or otherwise, in the event of the Customer's insolvency, bankruptcy or winding up Extranet Systems Pty Ltd shall be entitled to a general lien on all property belonging to the Customer in the possession of Extranet Systems Pty Ltd (even though such property or some of it may have been paid for) for all amounts owing to Extranet Systems Pty Ltd by the Customer whether under the order relating to such property or any other order.

 

CANCELLATION

 

The customer may cancel their order within 24 hours of placing it. In the event of a cancellation of an order by the Customer, the Customer shall pay to Extranet Systems Pty Ltd a reasonable surcharge which shall include but not be limited to:

 

• 10% of the amount of the order cancelled; and

• Any other special fees incurred by Extranet Systems Pty Ltd due to the cancellation of the order      by the Customer.

 

In the event the Customer is placed in liquidation, bankruptcy or execution is levied against any property of the Customer, Extranet Systems Pty Ltd may at its sole discretion, cancel any outstanding orders or terminate any Agreement arising from this quotation and claim the above cancellations charges from the Customer.

 

SHIPPING

 

 

• We do not ship to PO Boxes.

• We do not ship to third party addresses unless that address is known and can be verified by Extranet Systems Pty Ltd.

• Customers are responsible for paying any freight charges incurred by refused shipment and unclaimed  goods. Extranet Systems Pty Ltd will make every effort to deliver on time. However, we shall not be held liable for delay or lost shipment.

• Customers are responsible to have someone at the delivery address to sign for and accept the delivery.      Cost for re-delivery attempts will be passed to the customers if the delivery address is unattended at the time of delivery.

 

 

LICENCE

 

Any software Goods (including related documentation) to be supplied and licensed hereunder and any related support Services to be supplied hereunder shall be the subject to a separate license and/or support agreement, a copy of which will be delivered to the Customer together with the Goods and/or Services.

 

CONNECTIVITY AND COMMUNICATION SERVICES

 

Any connectivity or communication Services are supplier by Extranet Systems Pty Ltd as a reseller and may include additional terms and conditions imposed by a third party carrier. Such terms and conditions are hereby incorporated by reference and considered part of this agreement.

Customer hereby acknowledges and agrees that unless otherwise specified by Extranet Systems Pty Ltd in writing, all connectivity or communication Services are provided for a minimum period of 36 months from the date of activation of the Service. Any termination prior to such period shall attract termination charges.

 

INTELLECTUAL PROPERTY RIGHT

 

Notwithstanding anything to the contrary herein, all intellectual and industrial property rights including copyrights, patents, trade marks and design rights relating to or arising from any of the Goods and/or Services to be supplied hereunder are and shall remain the property of Extranet Systems Pty Ltd or where applicable, the property of the applicable third party vendor.

 

WARRANTIES & LIABILITY

 

Any hardware or software goods supplied to the Customer are warranted against defect according to the terms of the warranty as set out by the relevant third party vendor. Please refer to the warranty documentation supplied for full details of inclusions and exclusions of your warranty.

The Customer acknowledges that any Software supplied hereunder has not (unless otherwise specified in writing) been prepared to meet the Customer's individual requirements and that therefore is the responsibility of the Customer to ensure that the functionality of the software ordered meets the Customer's requirements.

For Goods that are limited to a computer system assembled by Extranet Systems Pty Ltd and sold to the Customer, such computer system is warranted against defect as per the provision set out in the warranty form provided upon delivery. All peripherals are warranted against defect according to the terms as set out by the manufacturer. Peripherals are defined as all items external to the main computer casing - excluding the keyboard, mouse and monitor. A complete warranty certificate is supplied with each computer system sold. Please refer to this for full details of inclusions and exclusions of your warranty.

Extranet Systems Pty Ltd shall not be liable to the Customer or to any other person whomsoever for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Goods and Services (or any of them), parts of the Goods, or otherwise, other than as expressly imposed by statute in terms of which it is not possible to limit or exclude liability.

Product images contained within this site are representations of the actual product and may differ to the actual product purchased.

The sole liability of Extranet Systems Pty Ltd for any loss as is contemplated by the above sub-clause shall be limited to the price or license fee or other sums paid by the Customer to Extranet Systems Pty Ltd for the Goods or Services from which such loss or damages directly arose.

Extranet Systems Pty Ltd expressly disclaims any and all warranties and representations of any kind or nature with respect to the Services, whether expressed or implied, including any implied warranties of merchantability or fitness for particular purpose, non-infringement, title, or otherwise. Extranet Systems Pty Ltd does not warrant that the performance of the Services will be error free, free of unintended consequences, or fully comprehensive.

Extranet Systems Pty Ltd will not be responsible for any errors or defects in the Services. Where a defect or an error in the Services has been identified, the Customer shall;

 

 

• promptly notify Extranet  Systems Pty Ltd; and

• provide Extranet Systems Pty Ltd with full details of the nature of the defect or error with documented examples
  Extranet Systems Pty Ltd shall then, at its sole expense, use reasonable      efforts to remedy the defect or error or create a work-around. The foregoing states Extranet Systems Pty Ltd.'s sole liability and responsibility with respect to any defects or errors in the Services.

 

 

Extranet Systems Pty Ltd.'s total and cumulative liability to the Customer is respect of all loss and damage shall be limited to refunding lo the Customer an amount equal to the total price paid by the Customer to Extranet Systems Pty Ltd for the Services.
For the purposes of this clause "liability" shall mean all liability whatsoever (including in contract, tort, under statute and otherwise) howsoever arising (including from all acts and omissions, whether negligent or otherwise).
Extranet Systems Pty Ltd shall not be liable to the Customer (whether in contract, tort, under statute or otherwise) in respect of any indirect, special, incidental, punitive or consequential loss or damage (including lost profits or saving) however arising (whether from any act or omission and whether negligent or otherwise) even if it has been advised of their possible occurrence.

If the Trade Practices Act 1974 or any other Act of Parliament (whether Commonwealth, State or Territory) implies into this Agreement any term, condition or warranty which cannot be excluded, restricted or modified then such term, condition or warranty shall be included in this Agreement. However, Extranet Systems Pty Ltd.'s liability for any breach of such term, condition or warranty (other than one implied by Section 69 of the Trade Practices Act or any corresponding provision in any other Act of Parliament) shall be limited in the manner permitted under such legislation.

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CHANGES, CANCELLATIONS AND RETURNS

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In the event that, following acceptance of this quotation, the Customer wishes to change any order for Goods or Services to be supplied by Extranet Systems Pty Ltd, then the Customer shall provide Extranet Systems Pty Ltd with the full written details the required changes including any further information reasonably required by Extranet Systems Pty Ltd. Extranet Systems Pty Ltd may, at its sole discretion, submit a new quotation or decline to do so. Where the Customer rejects a new quotation or Extranet Systems Pty Ltd declines to submit a quotation, the original Agreement between the parties for the supply of the Goods and/or Services shall remain unchanged.

Under most circumstances, sales are final and no product returns are accepted. However, product returns may be considered if the following applies:

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• All product returns MUST be authorised in writing by Extranet Systems Pty Ltd;

• Must be within 7 days of original invoice date;

• Must be a regularly stocked item; and

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Must be unused and sealed, in its original packaging and in a 100% saleable condition.
Refund is only given in the form of a credit. Due to licensing requirements, unfortunately, no software returns accepted.

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WAIVER

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Failure or neglect by Extranet Systems Pty Ltd to enforce at any time the provisions hereof shall not be construed nor shall be deemed to be a waiver of Extranet Systems Pty Ltd.'s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice Extranet Systems Pty Ltd.'s right to take subsequent action.

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SEVERABILITY

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In the event that any or any part of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable to any extent such terms, conditions or provisions shall be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by the law.

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APPLICABLE LAW

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This Agreement is governed by the laws in force in the State of New South Wales Australia, and each party submits to the non-exclusive jurisdiction of the Courts of that State and the Commonwealth of Australia.