Terms and Conditions of Supply
1.1. “Seller” means ACIT Group Pty Ltd and its successors and assigns;
1.2. “Customer” means the entity that has contracted with the Seller to buy Goods; 1.3. “Goods” means any goods supplied by the Seller to the Customer (or ordered by the Customer but not yet supplied);
1.4. “Services” means any services supplied by the Seller to the Customer;
1.5. “Price” means the cost of the Goods as agreed between the Seller and the Customer subject to clause 4 of this contract.
2.1. Any instructions received by the Seller from the Customer for the supply of Goods and/or Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. Privacy Act 1988 (Cth) (as Amended)
4.1. The Price shall, at the Seller’s sole discretion be as stated on any invoice provided by the Seller to the Customer.
5.1. Unless otherwise agreed in writing, all accounts must be paid in full within fourteen (14) days from the date of each invoice rendered by the Seller to the Customer;
5.2. Payment for any amount outstanding shall be deemed immediately due and payable in any of the following circumstances:
(a) there is non-payment of any sum by the due date;
(b) the Seller forms the view that the Customer will not pay any sum by its due day
(c) the Customer is bankrupted or enters administration, liquidation or receivership;
(d) a Court judgment is entered against the Customer and remains unsatisfied for seven (7) days;
(e) any material adverse change in the financial position of the Customer.
5.3. Interest accrues on any amount owing after the due date at the rate of 15% per annum, calculated daily from the first day overdue until payment.
5.4. The Customer shall pay (on a full indemnity basis) any and all expenses, disbursements, collection costs and legal costs which the Seller has incurred or is liable to pay, in connection with the enforcement of any rights and/or preservation of any rights contained in this contract;
5.5. For the purposes of clause 5.5, the Customer acknowledges that collection costs may be calculated on a commission basis at a percentage rate of the amount due (as agreed by the Seller and the collection agent) and, the Customer agrees to pay for those expenses as liquidated damages on demand, irrespective of whether (a) the Seller is liable to pay the collection agent the commission, until the Customer has made payment of the Customer’s overdue debt (or any portion thereof) and/or (b) the amount of work actually performed by the collection agent before the Customer makes a payment for an overdue debt.
6. Title and Personal Property Securities Act 2009 (PPSA)
6.1. Whilst risk in the Goods passes on delivery, legal and beneficial title in the Goods shall remain with the Seller until it has received payment in full for all monies owed by the Customer;
6.2. Until the Seller has received payment in full for all monies owed by the Customer, the Seller reserves the following rights:
(a) legal and beneficial ownership of the Goods;
(b) the right to enter the Customer’s premises and retake possession of the Goods;
(c) the right to keep or resell any Goods repossessed under sub-clause 6.2(b); and
(d) any other rights it may have at law or under the PPSA.
6.3. Where, pursuant to sub-clause 6.2(c):
(a) the Seller resells the Goods repossessed, it is agreed that the Seller may credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs); or
(b) the Seller retains possession of the repossessed Goods, it is agreed that the Seller may credit the Customer’s account with the invoice value less such sum as the Seller reasonably determines on account of wear and tear, depreciation, obsolescence, loss of profit and costs.
6.4. The Seller shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of any action taken to repossess the Goods;
6.5. Until the Seller receives payment for the Goods in full, Customer acknowledges that the Seller has a Purchase Money Security Interest (“PMSI”) which attaches over the Goods and their proceeds and a Security Interest in relation to other amounts owed by the Customer to the Seller.
7.1. No claim relating to the Goods will be considered unless made in writing within 72 hours of delivery.
8.1. The Customer hereby charges in favour of the Seller all of the Customer’s estate and interest in any land, freehold or leasehold, in which the Customer now has or which it may later acquire any such interest in, with payment of all monies owing by the Customer to the Seller from time to time and hereby consents to the Seller lodging a caveat or caveats which note the Seller’s interest.
9.1. These terms and conditions and all matters concerning the business relationship between the Seller and the Customer shall be governed by the law of the State of Queensland and the parties submit to the non-exclusive jurisdiction of the Courts of Queensland for the conduct of any litigation.
10.1. The Customer cannot assign these terms and conditions without the prior written consent of the Seller;
10.2. The Seller can assign these terms and conditions to a third party without the consent of the Customer.
11. Force Majeure
11.1. The Seller shall not be liable to the Customer for default or delay in performing its obligations in respect of this Contract caused by any occurrence beyond its reasonable control including, without limitation, fire, strike, disturbance, riot, war, Act of God, government order or regulation, epidemic or pandemic, provided that the Seller affected by such occurrence notifies the Customer in writing as soon as practicable. When the Seller ceases to be affected by the force majeure event, it must immediately recommence performing its obligations under the Contract (if able) and notify the Customer accordingly.
12. Electronic Signatures
12.1. Pursuant to sections 11 and 12 of the Electronic Transactions (Queensland) Act
2001, the parties to this Contract consent to both give and receive information by electronic communication as defined in that Act. The Customer agrees to release the Seller from any claim the Customer may have has a result of unauthorised copying, reading or interference with that document, for any delay or non-delivery of any document and for any damage caused to the Customer’s systems or any files.
12.2. Pursuant to sections 14 of the Electronic Transactions (Queensland) Act 2001, the Customer consents to the use of an electronic signature as a means of executing this Agreement, and as defined in that Act.