1.1 “Contract” shall mean the contract for the supply of Goods or Services resulting from the acceptance, by the Seller, of an Order in accordance with clause 1.4
1.2 “Customer” shall mean any Company/Organization or person acting on behalf of, and with the authority of, the company/organization who enters into a Contract with the Seller for the sale and purchase of Goods or Services.
1.3 “Loss” shall mean any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental:
1.4 “Order” shall mean an order placed by an intending Customer with the Seller for the supply of Goods or Services, whether in written, electronic or verbal form.
1.5 “Seller” shall mean Capital Technology Group Pty Ltd T/A Capital IT Solutions ABN 56 604 737 555, its successors and assigns or any person acting on behalf of, and with the authority of, Capital Technology Group Pty Ltd T/A Capital IT Solutions ABN 56 604 737 555.
1.6 “Goods” shall mean goods supplied by the seller to the customer (and where the context so permits, shall include any supply of services as hereinafter defined).
1.7 “Services ” shall mean all Services supplied or to be supplied by the Seller to the Customer and includes (but is not restricted to) services such as delivery and advice or recommendations in relation to communications cabling (and includes the incidental supply of Goods).
1.8 “Price” shall mean, unless the contrary intention appears, the Price for which a Product or Service is sold pursuant to the Terms and Conditions and is the amount payable by the Customer, inclusive of any GST payable by the Seller, in respect of the sale of Goods and/or Services.
1.9 “Debt” shall mean any money that is owed to the Seller by the Customer.
2.1 These Terms and Conditions supersede all previous Terms and Conditions imposed by the Seller.
2.2 Any instructions received by the Seller from the Customer for the supply of Goods or Services and/or acceptance of Goods/Services by the Customer shall constitute acceptance of the Terms And Conditions contained herein to the exclusion of all other Terms And Conditions unless agreed to, in writing, by the Seller.
2.3 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.4 A contract will be made between the Seller and the Customer for the sale and purchase of Goods only on acceptance of an Order by the Seller, which may be by delivery of all or part of the Goods or Services ordered. Where the order value of Goods is less than $88.00 (inclusive of GST) the Seller may apply a surcharge of $55.00 (inclusive of GST).
3 Privacy Act 1998
3.1 The Customer warrants that all information provided to the Seller regarding the Order has been collected in accordance with the principles contained in the Privacy Act 1988 and that the Customer has authorised the use or disclosure of that information, in any way deemed necessary by the Seller, for the purpose of collection the Debt from the Customer or for the purpose of credit referencing.
3.2 The Customer further warrants that it gives prior consent to the Seller to the requesting of a complete a credit check on that Customer.
3.3 The Customer authorises the Seller, to the extent permitted by law, to collect, retain and use any information about the Customer, for the purpose of assessing the Customers creditworthiness, to notify other credit providers of a default by the Customer, or marketing any Goods and Services provided by the Seller to any other party.
3.4 The Customer authorises the Seller to disclose any information obtained to any person for the purposes set out in clause 3.3
3.5 Where the Client is a natural person, the authorities under (clause 3.3 & 3.4) are authorities or consents for the purposes of the Privacy Act 1988.
4.1 Unless otherwise agreed, the Seller will arrange for delivery of the Goods.
4.2 Risk of Loss to Goods will pass to the Customer on the earlier of collection of Goods by the Customer; delivery of Goods to the Customer, and delivery of Goods, by the Seller, to a carrier for the purpose of delivering Goods to the Customer.
4.3 The Seller will not be liable for any delay in delivery of Goods or Services.
4.4 The Customer will have no claim for shortages or defects in respect of any Goods or Services apparent on inspection, unless a written complaint is delivered to the Seller within 10 days of receipt of the Goods or Services specifying the shortage or defect.
4.5 The Seller will only, at its option, accept the return of, or give a credit for Goods where the Customer has complied with clause 4.4; the Seller is satisfied as to the claim by the Customer; in the case of Goods that have at the request of the Customer been specifically sourced, the supplier of such Goods will accept return of the Goods for credit; and, if the Customer elects to have the Goods returned – the Goods are returned to the Seller in the same condition as when first delivered to the Customer with the relevant invoice number and date of order.
4.6 The Seller will not accept the return of or give a credit for Goods supplied in cut lengths.
4.7 All Goods returned will be subject to a minimum handling charge of 20% of the invoiced price except in the case of defective Goods or Goods incorrectly supplied.
4.8 In the case of buy-ins against customer order, credit will only be allowed if the original manufacturer/supplier also accepts the return. Requests for Proof of Delivery may only be made within 30 days of delivery date.
5 Price and Payment
5.1 Prices for Goods or Services are set in accordance with the Seller’s price list, which is subject to change from time to time. The price payable is the price quoted as at the date of the raising of an invoice in respect of the Goods or Services.
5.2 Where the Seller has granted the Customer credit facilities, the price of Goods and Services is due and payable within seven (7) days of the receipt of the invoice for the supply, unless agreed to, in writing, by the Seller.
5.3 The Seller may allow a discount amounting to no more than 5% of the invoiced amount for early payment of the account and may apply a surcharge amounting to not more than 2.5%, compounding every 30 days, past the due date, that the invoice remains outstanding.
5.4 If credit facilities have not been granted to the Customer, the price of Goods or Services must be paid on presentation of the invoice.
5.5 Where the Seller has provided the Customer with a quote in relation to the supply of Goods or Services the quotation will remain valid for not more than 30 days from the date of issue, plus or minus 10% of the quoted amount. The Seller’s standard Terms and Conditions are to be read in conjunction with any quotation.
5.6 The seller may require a deposit of not less than 50% of the quoted price for goods ordered especially for a customer. Where an order is to be completed in stages, the seller may require progress payments amounting to not more than 50% of the quoted price for each stage.
5.7 Property in and ownership of Goods or Services remains with the Seller and will not pass to the Customer until all Goods or Services have been paid for in full and all other debts owing to the Seller by the Customer have been paid in full.
5.8 The Customer acknowledges that until such time as the property in and ownership of Goods or Services passes to the Customer in accordance with this clause 5.7, the Customer is in possession of the Goods for and on behalf of the Seller as a fiduciary bailee and agent.
5.9 Upon taking delivery of Goods the Customer must keep the Goods identifiably separate from other goods stocked, held or sold on the Customer’s premises to enable the Goods to be identified and must not remove from the Goods any documentation affixed to or relating to the Goods. The Seller, by giving 2 days notice to the Customer, is entitled to enter the Customer’s premises and inspect the Goods.
5.10 Until payment, in full, of the price of the Goods and all other amounts owing by the Customer to the Seller, in the event of sale of Goods by the Customer; The Customer must:
5.10.2 Deposit all proceeds of sale of goods received by the Customer in a separate and identifiable bank account;
5.10.3 Not mix such proceeds with any other moneys, including funds of the Customer; and account to the Seller for such proceeds
5.11 The Seller will be entitled to trace all proceeds of sale of Goods received by the Customer through the relevant account or any other account maintained by the Customer.
5.12 The Customer grants to the Seller an irrevocable license to enter the Customer’s premises, exercisable upon any event of termination, specified in clause 5.15 occurring, which license to enter permits the Seller, at its sole option, to enter The Customer’s premises and repossess and remove all Goods on the premises, the Customer consents to such actions and agrees that the Seller will not be liable for any loss or damage suffered by the Customer as a result of the Seller taking such action.
5.13 This clause 5.12 is not intended to create a charge over products, or any book debts. Notwithstanding that, the Customer must, in the event Goods are sold and the proceeds of sale received, comply with Cause 5.10.
5.14 The Customer may use Goods with other Goods but only on the condition that if Goods are admixed, united or incorporated with other Goods, the resulting Product which incorporates Goods, is the property of the Seller until Goods have been paid for in full and all other debts owing to the Seller by the Customer have been paid in full.
5.15 It is an event of termination if:
5.15.1 The Customer breaches or fails to observe any of the terms of these Terms and Conditions:
5.15.2 The Customer trades outside the Terms and Conditions of the Customer’s credit facilities (if any);
5.15.3 The Customer becomes insolvent, the Customer enters into bankruptcy or the Seller notifies in writing the Customer of its view that the Customer is in financial difficulties:
5.15.4 An administrator or receiver is appointed over all or any of the business undertaking of the Customer or the Customer is served with a statutory demand pursuant to the Corporations Law; or any guarantor of the Customer’s indebtedness to the Seller revokes its guarantee.
5.16 If an event of termination as specified in clause 5.15 occurs, the Seller will have an immediate right to possession of’ Goods held by the Customer and all amounts owing by the Customer in respect of the Goods together with all other debts owing by the Customer to the Seller will become due and payable and must be paid by the Customer on demand by the Seller. Further, the Seller will be entitled (without prejudice to any other right or remedy provided under these Terms and Conditions or otherwise) to do any one or more of the following:
5.16.1 Suspend indefinitely all further deliveries of Goods in respect of the Order or any other Orders being processed for delivery and cancel any Order or refuse to accept any further Orders;
5.16.2 Cancel any credit facility provided to the Customer:
5.16.3 Require the return of all Goods the property in and ownership of has not passed in accordance with clause 5.7; and terminate the Contract by written notice to the Customer.
5.17 The Seller will not be liable for any Loss (including Loss arising from negligence) suffered by the Customer as a result of the Seller taking any action under this clause.
5.18 The Sellers merchant Facilities are Australian Based
6 Default & Consequences of Default
6.1 If the Client defaults in payment of any invoice when due, the Customer shall indemnify the Seller from and against all the Seller’s legal costs and disbursements for collection or attempted collection of the defaulted amount calculated on a solicitor and own client basis.
6.2 If, for any reason, the price is not paid within thirty days of the Seller’s account being rendered, then the Seller reserves the right to withhold action on further orders until the account is paid in full.
7.1 The Seller may cancel this contract at any time by giving written notice. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
7.2 Subject to clause 7.1 the Seller will not refund amounts paid for Goods or Services in any circumstances.
7.3 The Customer may cancel delivery of Goods and/or Services within five (5) working days of the date of this agreement subject to the payment of a cancellation fee of 50% of the Price of the Goods and/or Services..
8 Trade Practices Act 1974
8.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Trade Practices Act 1974 or any of the Fair Trading Acts of each of the states and territories of Australia, except to the extent permitted by those Acts where applicable.
8.2 Except only for such rights and remedies which the Customer has in respect of the supply of Goods or Services under the Trade Practices Act and other applicable laws and which cannot lawfully excluded, restricted or modified, the Customer agrees that;
8.2.2 All conditions and warranties whether statutory or otherwise, are excluded in relation to the Goods or Services provided by the Seller, and
8.2.3 The Seller will not be liable for any Loss (other than in accordance with clause 5), which the Customer suffers, incurs or is liable for in connection with supply of the Goods or Services under these Terms and Conditions, the promotion or sale of the Goods by the Customer or the provision of services by the Seller.
8.3 Where the Seller is permitted under the Trade Practices Act or other applicable laws to limit its liability for the breach of a condition or warranty that is implied by the Trade Practices Act or any other applicable laws the Seller’s liability is limited to
8.3.2 In the case of Goods, any one of the following as determined by the Seller:
18.104.22.168 The replacement of the Goods or the supply of equivalent Goods;
22.214.171.124 The repair of the Goods
126.96.36.199 The payment of the cost of replacing the Goods or of acquiring equivalent Goods: or
188.8.131.52 The payment of the cost or having the Goods repaired:
8.3.3 In the case of services any one of the following as determined by the Seller;
184.108.40.206 The supply of the services again; or
220.127.116.11 The payment of the cost of having the services supplied again.
9 Security And Charge
9.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:
9.1.1 Where the Customer is the owner of land, realty or any other asset capable of being charged, the Customer agrees to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under the Terms and Conditions. The Customer acknowledges and agrees that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met
9.1.3 Should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer shall indemnify the Seller from and against all the Seller’s costs and disbursements Including legal costs on a solicitor and own client basis.
9.1.4 The customer agrees to irrevocably nominate constitute and appoint the Seller or the seller’s nominee as the Customer’s true and lawful attorney to perform all necessary acts to give effect to the provision of this clause 9.1
10.1 The Customer acknowledges that it has not relied upon any representation made by the Seller, which has not been stated expressly in these Terms and Conditions. Any representation, advice, recommendation, information or assistance provided by the Seller in relation to Goods or Services supplied or their use or application must not he relied upon by the Customer and the Customer acknowledges that it is the responsibility of the Customer to satisfy itself as to the appropriate use or application of Goods or Services and that the Goods or Services are suitable for any particular purpose. The Customer indemnifies the Seller against all Loss incurred by the Seller in connection with any act or omission of the Customer including, but not limited to, negligence of the Customer or any unauthorized representation made or warranty given by the Customer in connection with Goods or Services.
10.2 The Seller will not be liable for any Loss incurred as a result of delay or failure to observe any of these Terms and Conditions due to an event of force majeure being any cause or circumstance beyond the Seller’s control, or due to any failure or delay in performance caused by lack of production capacity, manufacturing machine breakdown, failure of supply by suppliers of the Seller, shortage of raw materials or components, any strikes floods, lock-outs, labour disputes, fires, acts of God or public enemy, malicious or accidental damage, delays in transport, or restrictions or prohibitions by any government or any semi-government authorities or embargo. During the continuance of an event of force majeure or an event described in this clause the Seller’s obligation under these Terms and Conditions will be suspended and will resume as soon as the cause or circumstance has ceased to have effect.
10.3 All notices to be given by a party under these Terms and Conditions must be in writing and may be given to the other party by hand delivery, prepaid post, electronic means or facsimile addressed to the other party at its last known address or facsimile number or as specified by the other party. Any notice given under these Terms and Conditions will be deemed to have been received by the person to whom it was sent in the case of hand delivery, upon delivery, in the case of prepaid post, three days after dispatch; and in the case of electronic means or facsimile upon completion of the transmission.
10.4 The Seller reserves the right to review these Terms and Conditions at any time and from time to time. If, following any such review, there is any change to the Terms and Conditions, that change will take effect from the date on which the Seller notifies the Customer of such change
10.5 These Terms and Conditions are governed by and must be construed in accordance with the laws of Queensland.