Terms and Conditions1. Definitions 1.1. Throughout these terms and conditions the following terms apply: 1.1.1. Supplier: Align Solutions Pty Ltd (ABN 58 093 938 615) 1.1.2. Customer: Any individual who enters into a Contract with the Supplier for the purchase of Goods or Services, including (but not limited to) the Customer’s authorised agent, successors, employees, etc. 1.1.3. Contract: Means the supply of Products and/or Services from the Supplier to the Customer. 1.1.4. Price: The price specified on the invoice 2. Application of these Terms and Conditions 2.1. These terms and conditions shall be deemed to be incorporated in all contracts with the supplier. 2.2. These terms and conditions shall not be varied without the express prior written consent of the Supplier. 3. Access to Premises and Facilities 3.2. The Customer will allow reasonable access to the facilities outlined in clause 3.1 to allow the Supplier to perform the contracted services. 3.3. The Supplier hereby acknowledges and agrees to any privacy and non-disclosure concerns or policies the Customer may have. 4. Licenses and Compliance 4.1. It is the sole responsibility of the Customer to ensure that any licensing requirements (of software, etc) are met. 4.2. Although the Supplier may recommend or supply Software or other licensed material, the Customer acknowledges that it accepts all liability for the legal use and compliance of any such materials. 5. Extension of Credit 5.1. The Supplier may, at its sole discretion, approve the extension of any credit facility given to the Customer. 5.2. The Customer is not entitled to any extension of credit until it receives prior written notice from the Supplier stating that a credit facility has been granted. 6. Terms of Payment 6.2. If there are any amounts outstanding after the date specified in 6.1, the Supplier may charge the Customer interest on these amounts at the rate of 5% per 7 days from the due date until the amount is paid in full. 6.3. All payments made by the Customer to the Supplier will be applied as follows- 6.3.1. first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by the Supplier in relation to and dishonoured cheques fees, collection costs or any other action taken by the supplier for the recovery of any amounts owing by the Customer to the Supplier; 6.3.2. secondly, in or towards payment of any interest due or payable hereunder, and 6.3.3. thirdly, in or towards payment of the Customer’s oldest debt owing to the Supplier. 6.4. If the Customer defaults in payment of any account on the due date all moneys which would become owing by the Customer at a later date shall be immediately due and payable without any further notice to the Customer. 6.5. The Supplier reserves the right to require the Customer to provide further security as a condition precedent to the continuation of supply and further reserves the right to alter the terms of payment at any time without notice. 6.6. The Supplier may, at its option, cease to further supply any goods or services if the Customer fails to make payment by the due date. 7. Delivery 7.1. Any period or date for delivery stated by the Supplier is intended as an estimate only and is not a contractual commitment. The Supplier will endeavour to meet any estimated delivery dates but in no circumstances will the Supplier be liable for any loss or damage suffered by the Customer or any other person for failure to meet an estimated delivery date. 7.2. The Supplier is not liable for any loss or damage to goods after delivery to the Customer. 7.3. The risk and all insurance responsibilities for theft damage or otherwise in respect of any goods shall pass to the Customer immediately upon delivery of the goods to the Customer, or delivery to a site nominated by the customer, or as otherwise arranged with the Customer. 8. Placing Orders 8.2. The clause 8.1 may be waived purely at the discretion of the Supplier. 8.3. Upon placing an order, the Customer agrees to be bound to these Terms and Conditions 9. Warranties 9.1. The Customer acknowledges that the Supplier is supplying goods which have been supplied and/or manufactured by third parties. The Customer shall be entitled to the third parties warranty in respect of such goods. 9.2. The Customer acknowledges that the Supplier accepts no responsibility whatsoever for any third party warranty or any claim arising from the use of these goods, whether singularly, or in combination with other products. 9.3. In relation to services supplied by the Supplier, the Customer shall be entitled to 12 months warranty for work performed. It is in the Suppliers sole judgement to determine whether any claim arising from such services, if the Supplier is at fault. 10. Returns and Claims 10.1. The Customer shall inspect the goods/services performed immediately upon receipt of the service is completed, and shall within 7 days of receipt, give written notice to the Supplier of any matter or thing by reason whereof the Customer alleges that the goods/services are not in accordance with the Order, failing which the Customer shall be bound to accept the goods/services. 10.2. All goods returned must be in original condition. 10.3. The Supplier will not be responsible for the quality of goods once they have been processed or on-sold by the Customer. 10.4. The Customer acknowledges that the Customer has not made known to the Supplier the purpose for which the goods are to be used. 10.5. Goods specially procured by the Supplier for the Customer are not returnable. 10.6. The Supplier’s liability will be limited on any claim to the Price of the goods in concern. 10.7. The Supplier reserves the right to charge to the Customer any costs relating to the return of the goods to a third party. 11. Passing of Property 11.1. All goods are to remain the property of the Supplier as legal and equitable owner and no property in or title to any goods supplied will pass to the Customer until payment has been made in full for all goods supplied by the Supplier. 11.3. The Customer may in the ordinary course of its business sell and deliver the goods in which the property remains with the Supplier to any third party as the Supplier’s agent in a fiduciary capacity and for the account of the Supplier. Any moneys received by the Customer with respect thereto shall be held in trust for the Supplier notwithstanding the fact that it may be deposited into a separate bank account. The Customer will upon request assign to the Supplier the legal title of any right against any third party arising out of such sale. The Customer will be entitled to receive from the Supplier by way of commission the excess of the proceeds of which sale over the amounts due to the Supplier from the Customer. 11.4. Notwithstanding the forgoing, the Supplier will be entitled to bring action against the Customer for the price of the goods in the event of non-payment by the Customer by the due date as if the property in the goods had already passed to the Customer at any time after the agreed delivery date to pass the property in the goods to the Customer as from the date of such notice. 12. Insolvency and Default 12.1. The Supplier may by notice in writing to the Customer terminate any contract with the Customer so far as unperformed by the Supplier forthwith if:- 12.1.1. the Customer commits any breach of any of these conditions or any other Contract with the Supplier; 12.1.2. the Customer or any guarantor of the Customer compounds with or negotiates for any composition with its creditors generally; 12.1.3. being an individual the Customer dies, becomes permanently incapacitated, or has a trustee appointed or a receiving order made against him or commits any act of insolvency; 12.1.4. being a body corporate or legal person, the Customer and any guarantor of the Customer call any meeting of its creditors or has a liquidator, provisional liquidator, official manager, mortgagee, mortgagee’s agent, receiver or administrator or all or any of its assets appointed or enters into any liquidation (other that solely for reconstruction or amalgamation while solvent) or commits any other act of insolvency; or 12.1.5. the financial position of the Customer, or some other fact or circumstance, leads the Supplier to believe on reasonable grounds that the Customer is likely to materially fail to complete its obligations under any contract with the Supplier. 12.2. In the event of such termination:- 12.2.1. the Customer will forthwith on demand delivery to the Supplier any goods which are in the possession or control of the Customer but in which the property remains with the Supplier and, in default thereof, the Supplier will be entitled to repossess the same in accordance with clause 11.2 of these Terms and Conditions and the Customer shall indemnify the Supplier from and against any liability to any third party in respect of any such damage and from and against all actions, proceedings, claims, demands, costs, damages and expenses howsoever arising; and 12.2.2. the Supplier will be entitled by notice in writing to the Customer to declare immediately due and payable any amounts outstanding from the Customer to the Supplier under this or any other agreement (such sums thereby becoming forthwith due and payable); and 12.2.3. the Supplier may claim damages from the Customer for breach of contract and claim legal costs on a solicitor-own basis. 12.2.4. Any termination will be without liability on the part of the Supplier for any and all direct or indirect loss or damage thereby caused to the Customer, or to any other person. 13. Applicable Law 13.1. The parties agree that these Terms and Conditions and every Contract connected therewith shall be governed by the law of the State of Victoria and the parties hereby submit to the jurisdiction of the Victorian courts.
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