Standard Terms and Conditions of Supply
"ArchiTech" means ArchiTech Network and Communications Solutions Pty Ltd (ABN 42 119 175 254).
"Contract" means the Purchaser Order or contract including any attachments and these Terms and Conditions.
"Customer" means the person or entity acquiring or ordering Products from ArchiTech.
"Force Majeure" shall mean any event beyond the reasonable control of the affected party.
"GST" means goods and services tax as imposed by Australian GST Law (currently 10% but subject to change).
"Parties" means ArchiTech and the Customer.
"Products" mean all products, goods and equipment supplied or to be supplied by ArchiTech to the Customer.
"Services" mean all services supplied or to be supplied by ArchiTech to the Customer.
"Terms and Conditions" means these terms and conditions of sale, as may be amended from time to time by ArchiTech.
2.1 These Terms and Conditions govern the sale by ArchiTech of the Products to the Customer for use in Australia.
2.2 ArchiTech and the Customer are the Parties in these Terms and Conditions.
2.3 These Terms and Conditions form part of each Contract between ArchiTech and the Customer where these Terms and Conditions:
(a) have been appended to the Purchase Order or to ArchiTech’s proposal or tender; or
(b) are expressly referred to; or
(c) are otherwise integrated into the Contract, Tender or Purchase Order.
2.4 The provisions of the Contract may only be varied by a written agreement between ArchiTech and the Customer. Each such written agreement modifies these Terms and Conditions only to the extent expressly agreed. All other terms and conditions shall apply as set forth herein.
3.1 Prices quoted by ArchiTech are subject to changes necessary to correct errors and are otherwise valid for a period of 30 days from the date of the quote.
3.2 Unless otherwise specified all prices are expressed in Australian dollars and are exclusive of any GST.
3.3 No order for Products and/or Services are binding on ArchiTech until ArchiTech accepts it in writing. ArchiTech’s written acceptance of an order and these Terms and Conditions alone will constitute the entire agreement of the parties (Contract) in relation to the supply of Products and Services and may only be varied in writing, signed by the parties.
3.4 The Contract sets out the entire agreement and understanding between ArchiTech and Customer in respect of the relevant Products and Services and supersedes all prior agreements, understandings, representations and warranties (whether express or implied). ArchiTech is not bound by any terms or conditions in any document issued by a Customer.
3.5 The Customer indemnifies ArchiTech in respect of all direct and indirect costs, expenses and losses incurred as a result of the cancellation of an order.
4.1 Payment terms are strictly 30 days from issue of an invoice (invoice date) from ArchiTech to the Customer unless otherwise agreed in writing.
4.2 Payment must be in a form acceptable to ArchiTech and without any deduction, withholding, set-off or counter claim of any nature unless agreed to in writing by ArchiTech.
4.3 All payments shall be effected in Australian Dollars unless otherwise specified.
4.4 GST will be paid in addition to the price, by the Customer, upon receipt of a valid tax invoice from ArchiTech.
4.5 All orders or part thereof, for equipment and products, will be invoiced on delivery and subject to the payment terms above.
4.6 All orders for Services will be due payable as per clause 4.1 on issue of an invoice to the Customer.
5.1 ArchiTech will make all reasonable efforts to deliver the Products to the Customer on the date(s) applicable under a Contract, but shall be under no obligation or liability to the Customer for failing to
5.2 Delivery shall be effected upon:
(a) physical delivery of the Products to the location requested by the customer; or
(b) pick up by Customer or nominated carrier.
5.3 Notation by ArchiTech’s carrier on the delivery docket shall be conclusive evidence of delivery.
5.4 The Customer shall be responsible for any loss or damage occurring during unloading of the Products at the Customer’s nominated delivery location.
5.5 If the Customer refuses to accept delivery of Products then the risk in the Products shall pass to the Customer from the time of such refusal. In such event, ArchiTech may (without limiting any of its other rights) arrange to store the Products at the Customer’s expense.
5.6 The Customer shall inspect the Products within ten (10) days of Delivery and inform ArchiTech of any discrepancies to the Contract prior to the ten (10) day period. Unless the Customer notifies ArchiTech that it does not accept the Products prior to the ten (10) day period, the Customer shall be deemed to have accepted the Products.
6. TITLE AND RISK
6.1 Title in and to all Products delivered to the Customer will remain with ArchiTech and will not pass to the Customer until such time as the Products have been paid for in full.
6.2 Risk in and to Products will pass to the Customer upon delivery of the Products to the Customer or/and agreed staging location.
6.3 Until ArchiTech has received payment in full for Products:
(a) the Customer holds the Products as bailee for ArchiTech;
(b) the Customer shall safely and securely store the Products separately from the other goods on the premises of the Customer in such a manner as to show clearly that the Products are the property of ArchiTech;
(c) ArchiTech has a security interest in the Products;
(d) the Customer shall, upon request from ArchiTech, deliver up such Products to ArchiTech (or as directed by ArchiTech);
(e) representatives of ArchiTech will be entitled and permitted at any time to enter any place where the Products are situated to repossess the Products, and to remove the Products from any vessel or vehicle, and for this purpose ArchiTech is hereby appointed as the Customer’s agent. The Customer agrees to indemnify ArchiTech and keep ArchiTech indemnified against all costs incurred by ArchiTech in removing the Products and against losses, and liabilities incurred by, and any claims against, ArchiTech in removing the Products and arising from such removal; and
(f) if the Products in part or in full are mixed with the Products that have been paid for, the Customer bears the onus of proving that the Products in its possession (whether mixed with other goods or not) have been paid for in full by the Customer.
7. WARRANTY AND LIMITATION OF LIABILITY
7.1 ArchiTech will use its reasonable endeavours to ensure that the customer has the benefit of any warranty given by the manufacturer or importer of the products provided, but ArchiTech gives and makes no
warranty in respect to the Products.
7.2 The Competition and Consumer Act 2010 (Cth), implies warranties, terms and conditions in consumer contracts which cannot be excluded or modified except as permitted under that Act. In the event ArchiTech may be in breach of any such warranty, term or condition as is implied in this contract, the liability of ArchiTech shall be limited:
(a) in respect of Services, at ArchiTech’s option, to the re-supply of the services or the cost of re-supplying the services, or part thereof;
(b) in respect of Products, at ArchiTech's option, to the repair or replacement of the goods or the cost of repairing or replacing the goods, or part thereof.
7.3 The liability of ArchiTech in respect of any Product or Service supplied or agreed to be supplied pursuant to any Contract is limited to the price of that Product or Service order.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or industrial or intellectual property disclosed or otherwise provided to the
Customer by ArchiTech or otherwise subsisting in the Products and all rights therein (collectively Intellectual Property) will remain the property of ArchiTech and will be kept confidential by the Customer. The
Customer shall have no claim to, nor ownership interest in, any Intellectual Property. The Customer acknowledges that no license or rights of any sort are granted to the Customer in respect of any Intellectual
Property, other than the limited right to use Products purchased from ArchiTech for the purpose they are supplied by ArchiTech.
8.2 The Customer warrants that any Products manufactured, constructed or supplied by ArchiTech which are based in whole or in part upon designs, drawings, specifications or information supplied to ArchiTech by or on behalf of the Customer shall not infringe any letters, patents or registered designs or any other industrial or intellectual property rights of any person.
9. APPLICABLE LAWS AND DISPUTES
9.1 These Terms and Conditions are governed by and construed in accordance with the laws of the State of Victoria, Australia. The Customer submits to the jurisdiction of the courts of the State of Victoria
and of the courts competent to hear appeals from the courts of that State.
9.2 All Contracts shall be governed by the laws of the State of Victoria and Victorian Courts shall have exclusive jurisdiction unless otherwise agreed to by the Parties in writing.
10. FORCE MAJEURE
10.1 Neither party shall be liable to the other for any delay or non-performance caused by any event of Force Majeure.
10.2 Each party shall promptly inform the other party of any event of Force Majeure, its expected duration and cessation, respectively.
11. ASSIGNMENT AND TRANSFER
11.1 Neither ArchiTech nor the Customer shall assign or transfer the whole of the contract or any interest therein or in any monies payable thereunder without the written consent of the other party.
12. CUSTOMER ACCEPTANCE
12.1 The Customer warrants to ArchiTech that they have read, understood and accepted these Terms and Conditions by placing an order for Products and/or Services.
12.2 By entering into this contract the Customer agrees that no express purpose of use has been provided to ArchiTech; and ArchiTech has not provided you with an express purpose of use of the Products and/or Services to the Customer.