CONDITIONS OF QUOTATION, WEBSITE SALES, WEBSITE USE AND TRADING TERMS
a All orders are subject to these Terms and Conditions which will prevail over any contained in a Customer’s order or acceptance, unless expressly agreed to by Ceanet in writing.
b Ceanet reserves the right to vary these Terms and Conditions on 30 days notice to the Customer.
c In these Terms and Conditions, the expression “Goods” relates to the Goods that Ceanet proposes to sell or has sold to a Customer, being the Goods described in Ceanet’s Quotation and a reference to Goods includes services and electronic products of any kind.
B PRICES AND QUOTATIONS
a Unless otherwise agreed to in writing by Ceanet, all quotations expire 14 days from the date of the quotation. Prices are thereafter subject to change without notice and Goods will be invoiced at the price ruling at the date of despatch.
b All Goods will be charged at the prices ruling at the date of order plus any applicable Goods and Services Tax (GST) which must be paid to Ceanet by the Customer when payment for the Goods is due.
c Prices will be rounded to the nearest whole cent in Ceanet’s invoices.
C TERMS OF PAYMENT
a Payment must be made in cash without deduction within 14 days of the date of invoice, unless otherwise provided in Ceanet’s Quotation or agreed in writing by Ceanet or specified by Ceanet at the time an order is received.
b Ceanet reserves the right to vary the terms of payment and to require payment in cash in full prior to delivery if, at any time, the credit worthiness of the Customer is, in Ceanet’s opinion, unsatisfactory. If the Customer has not paid Ceanet in full within 30 days of the payment being due, Ceanet may, at its option, rescind the Contract and resell or dispose of the Goods without prejudice to any claims for damages against the Customer.
c Payment of invoices other than with respect to hardware must be received not later than 14 days from the date of invoice, thereafter Ceanet reserves the right to charge interest at the rate of 2% per month or part thereof for outstanding amounts owing by the Customer. Invoices with respect to hardware must be paid upon commissioning and software installation and training will not be undertaken by Ceanet until the invoice is paid in full.
d Where payment is not received by Ceanet within 14 days from the date of invoice, Ceanet may in its absolute discretion:
- Withhold further supply, activate software time locks and dispose of stock held for the order;
- Institute legal action for recovery of outstanding balance plus interest and costs incurred, including legal costs; and
- Require the Customer to pay cash on delivery for any further Goods, and Ceanet shall not be liable to the Customer for any loss or damage resulting directly or indirectly from such action.
a Delivery shall include any act in relation to electronic products which enables their use whether by downloading, electronic keying or otherwise.
b Unless otherwise agreed in writing by Ceanet, all costs of delivery will be for the Customer’s account.
c Any date for delivery of the Goods shown in Ceanet’s Quotation or otherwise indicated by Ceanet whether before or after or at the same time as the Contract incorporating these Conditions is made, is an estimated date for delivery only. Ceanet shall be under no liability for any loss or damage, however it arises, if the Goods are not delivered by that date.
d Without limiting (c), Ceanet is not and will not be liable for any loss or damage however it arises because of any failure to deliver or delay in delivery for any reason including, without limitation:
- Act of God, lightning, fire, flood, explosion;
- strike, lock-out or other labour difficulty;
- breakage, accident or other damage to or failure of machinery or equipment;
- unavailability or shortage of raw materials, labour, power supplies or transport facilities; orfailure or inability to obtain licences or the effect of any applicable laws, orders, rules or regulations of any government or competent authority.
e If Ceanet determines that it is or may be unable to deliver within a reasonable time or at all the Contract may be cancelled by Ceanet. If the Contract is cancelled, the Customer will have no claim against Ceanet for any damage, loss, cost or expense.
f Further, shipment and/or delivery of any Goods is subject to Ceanet's availability schedule. Ceanet shall make all reasonable endeavours to meet any delivery and/or installation date(s) quoted or acknowledged, but Ceanet shall not be liable for any failure to meet such delivery and/or installation date(s). Ceanet shall not be liable for any delay in performance due to unforeseen circumstances or due to causes beyond its control including, but not limited to acts of nature, acts of government, labour disputes, delays in transportation and delays in delivery or inability to deliver by Ceanet's suppliers.
E CLAIMS FOR WRONGFUL DELIVERY
Any claim by the Customer for short or wrongful delivery of the Goods must be notified to Ceanet in writing within 14 days of delivery of the Goods. Any claim which the Customer does not notify within that time (time being of the essence) will be taken to have been absolutely waived.
F RISK & PROPERTY
a The risk of loss or damage to Goods passes to the Customer on delivery to the address requested by the Customer, whereupon the Customer is obliged to insure the Goods for at least the amount owing under the invoice until the date of payment in full or for their full insurable value, whichever is greater.
b Unless otherwise agreed in writing by Ceanet, the risk of loss of, or damage to, the Goods will pass to the Customer on delivery to the Customer. If the Customer collects the Goods or arranges for their collection from Ceanet then delivery will be deemed to occur on collection of the Goods from Ceanet.
c Property in, and ownership of, the Goods will not pass from Ceanet to the Customer until payment in full of the purchase price of the Goods and all other amounts owing to Ceanet under these Terms and Conditions.
d Until property passes to the Customer:
- the Customer will hold the Goods as fiduciary and bailee for Ceanet;
- the Goods must be stored separately and in a manner to enable them to be identified and cross-referenced to particular invoices;
- Ceanet, its employees or agents, are entitled to enter the Customer’s premises between 9.00am and 4.00pm on any business day to inspect the Goods;
- Unless otherwise notified in writing by Ceanet, the Customer is authorised to sell the Goods in the ordinary course of the Customer’s business; and
- The proceeds of Goods sold by the Customer are to be held in trust for Ceanet.
e If the Customer fails to pay all or any part of the Customer’s total indebtedness to Ceanet under these Terms and Conditions, Ceanet may without notice and without prejudice to any of its other rights and remedies recover and/or re-sell the Goods or any of them and may enter upon the Customer’s premises by its employees or agents for that purpose.
Any description of the Goods is given by way of identification only and the use of that description does not constitute a sale by description.
H CHANGES AND CANCELLATIONS
a If the Customer makes a change to an order causing a delivery delay or cancels an order less than fourteen (14) days prior to scheduled shipment, Customer shall pay to Ceanet a fee equal to 5% of the list price of any Goods affected.
b In addition, where any such change causes a delay in delivery of any Goods affected of greater than 3 months from the proposed date of delivery for the Customer's original order, the Customer shall be deemed to have made a new order for the Goods affected for the purposes of determining the price ruling at the date of despatch.
c If the Customer cancels an order for any Goods not included in Ceanet's current price list, any time after the order is received by Ceanet, the Customer may be subject to an additional charge.
a Subject to the terms of any Ceanet Software Licence Agreement signed by the Customer, these Terms and Conditions set forth the full extent of Ceanet’s obligations and liability regarding the Goods ordered by the Customer.
b The Customer warrants that it has not relied upon any representation made by Ceanet which has not been stated expressly in writing, or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material reproduced by Ceanet. The Customer warrants that it has relied upon its own skill and judgment in selection of the Goods for the purposes for which the Goods are required or the results which it wishes to achieve by use of the Goods.
c To the extent permitted by law, all warranties, representations, conditions, terms or statements regarding any Goods (including any Software) whether express or implied (including any warranty or conditions as to the suitability or fitness of any Goods for any particular application) are hereby excluded unless expressly set forth in writing.
d Ceanet shall under no circumstances be liable in any way whatsoever to the Customer for any form of damages, losses, costs, injury or harm (including consequential loss or damage) and including personal injury, sickness or death, sustained or incurred by the Customer or any other party resulting directly or indirectly from the supply, performance, disabling or use of any Goods (including any Software) or out of any act, breach, default, fault or negligence of Ceanet, its servants or agents or any third party.
e The provisions of the Trade Practices Act 1974, the Fair Trading Act (NSW) and other statues in force in Australia may imply conditions or warranties or impose obligations on Ceanet which cannot, or cannot to a limited extent, be excluded, restricted or modified. If such statutory provisions apply then to the extent to which Ceanet is entitled to do so its liability under these statutory provisions shall be limited, at Ceanet’s option to rectification or replacement of any Goods (including any Software), as applicable, or the payment to the Customer of the cost of such rectification or replacement.
a The Customer warrants that any design or instruction furnished to Ceanet will not cause Ceanet to infringe any patent, registered design or trade mark in the execution of the Customer’s order. The Customer indemnifies Ceanet against any claim, loss, liability, cost and expense that may be incurred by Ceanet as a result of any infringement or unauthorised use of patents, trade marks, designs or copyright arising out of the manufacture or use of the Goods.
b The sale and purchase of the Goods does not confer on the Customer any licence or rights under any patents, trade marks or copyright which is the property of Ceanet.
a Ceanet warrants that for the specified period from installation, any software licensed by Ceanet to the Customer (hereinafter referred to as “Software”) shall when correctly used by the Customer in accordance with Ceanet’s Software Licence Agreement perform the functions set out in the relevant Software specifications. In the event of breach of warranty Ceanet’s liability is limited to rectification, modification or replacement of the Software or to providing amended directions for its use.
b To the extent permitted by law, additional charges are invoiced for work under the warranty at installations more than 30 kilometres for the nearest Ceanet office.
c Ceanet may suspend the warranty in circumstances specified in the Ceanet Software Licence Agreement current at the date of the invoice, but the Customer shall be given an opportunity to comply with conditions for its reinstatement.
d Ceanet will repair or replace (at Ceanet’s option) all Goods and their components manufactured by it which Ceanet, in its discretion, determines are defective in materials or workmanship under normal use and service, within 30 days of the date of delivery. The liability of Ceanet under this Condition is limited to the repair or replacement of defective Goods. All other costs, including cartage and installation, must be paid by the Customer. While the Goods are in the custody of Ceanet for investigation or repair they will be at the risk of the Customer and Ceanet or its employees or agents will not be liable for any damage to the Goods. To obtain the benefit of this Condition the Customer must notify Ceanet in writing immediately on it becoming aware of the alleged defect and before the expiration of the 30 day period. Goods and components not manufactured by Ceanet are not covered by this Condition but Ceanet will endeavour to obtain for the Customer the benefit of any applicable manufacturer’s warranty. The benefits conferred by this Condition are in addition to all other rights and remedies which the Customer has under any statute.
L INDIRECT LOSS
So far as the law permits, Ceanet is not liable in any way for any indirect or consequential loss or loss of profit including, without limitation, any loss by reason of delay, defective or faulty materials or workmanship, negligence or any act or matter or thing done, permitted or omitted by Ceanet or any act or omission of any third party.
M SOFTWARE LICENCE
The licencing of any software by the Customer from Ceanet shall be subject to the terms of Ceanet’s Software Licence Agreement or the software Author’s licence agreement where the software is not written by Ceanet.
If the Customer cancels any order or refuses to accept all or any of the Goods in an order other than in circumstances permitted in these Conditions, the Customer will be liable for any resulting damage or loss suffered by Ceanet. If the Goods have been or are in the process of being manufactured or produced specifically for the Customer, the Customer will pay to Ceanet as liquidated damages the full Contract price of the Goods and any costs incurred by Ceanet (including, but without limitation, any GST) less the current scrap value of the Goods as determined by Ceanet.
Without prejudice to any other rights or remedies of Ceanet, if any payment is not made within seven days of the due date, the Customer will be in default and, without limiting any other rights of Ceanet, the Customer must pay to Ceanet, by way of liquidated damages, interest at the rate of 2% per year above the standard overdraft rate for overdrafts under $100,000.00) applied by Ceanet’s primary bank at the time (as certified by an officer of Ceanet) on the amount outstanding, calculated from the due date for payment until payment is made in full.
Failure by Ceanet to insist on strict performance of any term, warranty or condition of the Contract will not be taken as a waiver of it or of any rights Ceanet may have and no waiver will be taken as a waiver of any subsequent breach of any term, warranty or condition.
The Customer must notify Ceanet immediately of any defect in the Goods of which it becomes aware after delivery and will take all reasonable steps to mitigate loss (if any) arising as a consequence of the defect. If the Customer transforms the Goods and sells the transformed Goods, the Customer undertakes to Ceanet that it will impose on the acquirer of the transformed Goods an obligation to notify immediately the Customer and Ceanet of any defect in the transformed Goods of which it becomes are after delivery and to take all reasonable steps to mitigate loss (if any) arising as a consequence of the defect. Ceanet will not be required to incur additional expense in repairing Goods caused by the transformation of Goods or the integration of Goods with other Goods.
Any notice to be given by one party to the other under these Conditions must be sent by facsimile or prepaid mail to the other party’s number or address (as the case may be). No notice will be taken to have been given until it is actually received at that number or address.
S GOVERNING LAW
Contracts are governed by and will be construed in accordance with the laws of New South Wales.
T FORMATION OF CONTRACTS OF SALE (WEBSITE)
a No Contract shall come into existence until the Customer's order has been accepted by Ceanet and such acceptance (Tax Invoice) has been received by the customer. The contract shall be deemed to be concluded at the time and place where such acceptance (Tax Invoice) is received by the Customer. The Customer warrants that it is buying for its own internal use only and not for re sale purposes.
b The products sold and/or services rendered are subject to the Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by the Terms and Conditions.
c These Terms and Conditions are subject to the laws of Australia including without limitation the Trade Practices Act 1974 (the Act).
U IMPORTANT DISCLAIMER
Neither Ceanet nor any of their directors, employees and associates guarantees the security of this website, gives any warranty of reliability or accuracy nor accepts any responsibility arising in any other way including by reason of negligence for, errors in, or omissions from, the information on this website and does not accept any liability for any loss or damage, however caused, as a result of any person relying on any information on the website or being unable to access this website.