Australian Barcodes
Terms of Trade
Please read this document. It is important. It contains the terms of the agreement between Australian Barcodes and the Purchaser, for the sale of certain products including hardware, software and images to the Purchaser. This agreement contains the entire agreement between Australian Barcodes and the Purchaser and except as otherwise agreed in writing this agreement prevails over any provisions to the contrary which may appear on any order form or other document issued by the Purchaser.
Operative Provisions
1. Interpretation
"Australian Barcodes" means Australian Barcodes its successors and assigns.
"Purchaser" means the party purchasing goods and or services supplied by Australian Barcodes.
"Goods" means the Australian Barcodes products supplied by Australian Barcodes to the Purchaser set out in the Proposal.
"Specified Period" means a period of 14 days from the date of a Australian Barcodes invoice.
"Price" means the amount payable by the Purchaser to Australian Barcodes for the Goods as set out in the Proposal.
"Purchase Order" means an official purchase order duly signed by an authorised officer of Purchaser that sets out the Goods, Price and any taxes and other costs.
"Software" means software in or with the Goods which assists or drives the operation of the Goods and includes Australian Barcodes Software and Third Party Software.
"Images" means digital images genrated by Australian Barcodes in connection with servicse provided..
"Australian Barcodes Software" means software in the Goods, the intellectual property in which is owned by Australian Barcodes or a related company.
"Third Party Software" means software licensed by a third party to Australian Barcodes for inclusion in the Goods.
2. Supply of the Goods and Licence of the Software
Australian Barcodes will supply the Goods and licenses the Software to the Purchaser.
3. Purchaser to Pay Price, Taxes and Delivery Charges
The Purchaser will pay the Price, all taxes, delivery and insurance charges whether they are set out in the Proposal (as varied under the succeeding clause) or not. The Purchaser will pay the Price and all other amounts owing to Australian Barcodes within 14 days of Invoice. If the Purchaser fails to pay monies owing within the Specified Period the Purchaser, at Australian Barcodes’s request, will pay interest on the unpaid amount at the rate for overdrafts of $100,000.00 charged by Australian Barcodes's bank. Interest will accrue daily and may be capitalised monthly without notice.
4. Exchange and Tax Fluctuation
If, following the date of the Purchase Order, there is an increase in any existing tax, the introduction of a new tax, or variation in the exchange rate of any currency of 5% or more affecting the cost to Australian Barcodes of importing any Goods Australian Barcodes may increase the price by notice to the Purchaser to include the additional cost to Australian Barcodes.
5. Reservation of Title and Risk
Australian Barcodes will remain the owner of the Goods until Australian Barcodes has received, in cleared funds, the Price and all other monies owing under this agreement. The risk in the Goods will pass to the Purchaser immediately the Goods have been taken by a carrier for delivery to the Purchaser. The Purchaser will insure them for their full value with a reputable insurer.
6. Intellectual Property
The Purchaser acknowledges and agrees that all patent rights, design rights, copyright, trade marks and other intellectual property in the Goods and the Software is the property of Australian Barcodes (or an entity related to Australian Barcodes), or in the case of Third Party Software, a third party which has licensed the Third Party Software to Australian Barcodes. The Purchaser will not copy, reverse engineer or purport to deal with or dispose of such intellectual property.
7. Maintenance
Australian Barcodes will not be obliged to provide maintenance for the goods unless a separate maintenance agreement is entered into.
8. Installation
If Australian Barcodes is to provide installation services the Purchaser will give Australian Barcodes access to its premises and provide all necessary assistance, power supply, and safe and appropriate working conditions to enable it to do so.
9. Australian Barcodes Warranty
Australian Barcodes warrants that the Goods will be free from manufacturing defects for a period of 12 months following the date of supply. Australian Barcodes will repair or replace defective Goods provided they have not been the subject of misuse, inappropriate power supply or used with inappropriate accessories or other products and have not been altered or maintained by persons other than Australian Barcodes. The Purchaser will arrange and pay the cost of transport of Goods to and from Australian Barcodes under this clause
10. Limitation of Liability
This clause does not exclude or limit any warranty or term implied by statute (including the Trade Practices Act, 1974) which cannot be excluded or limited. Other than such warranties and terms, all terms, warranties and conditions which are not expressly stated in this agreement are excluded. The Purchaser uses the Goods at its own risk and Australian Barcodes will not be liable for damage to property of any person, personal injury or death of any person, consequential loss, loss of profit or interruption of business. The liability for any breach of this agreement or for negligence by Australian Barcodes is limited at the option of Australian Barcodes to the replacement of the Goods, the repair of the Goods, the payment of the cost of repair or replacement of the Goods and if the breach relates to services, resupplying the services or paying the cost of having them resupplied.
11. Trading Trusts
If the Purchaser is a trustee of a trust, the Purchaser enters into this agreement in its own capacity and its capacity as trustee of such trust.
12. Purchaser Warranties
The Purchaser warrants that it purchases the Goods for use in the ordinary course of its business and not for ordinary household or domestic use.
Terms of Trade January 2007
