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Stellar Systems Extranet Terms and Conditions
Stellar Systems Pty Ltd Australia Pty Limited
ACN 073 989
401
ABN 34 073 989 401
Terms & Conditions of Sale
DEFINITIONS
In the conditions following:-
"Stellar Systems Pty Ltd"
means Stellar Systems Pty Ltd ACN 073989401 ABN 34
073989401
"Customer" means the party to whom or to which the quotation is
addressed.
"Product" means the goods described in the quotation and also
software program whether or not its carrying medium is encased in another
product.
ORDER
The terms of the quotation are subject to change at Stellar Systems
Pty Ltd's option if Stellar Systems Pty Ltd has not received a written order
from the Customer within 7 days. An order made by the Customer shall be taken to
be an offer incorporating all the conditions herein. A contract shall not come
into existence until Stellar Systems Pty Ltd accepts the offer of the
Customer.
CONTRACT
When Stellar Systems Pty Ltd accepts the offer of the Customer a
contract between them is made on the conditions herein. If the product is not
available for sale Stellar Systems Pty Ltd agrees to deliver the product to the
Customer pending entry by the Customer into a license agreement with Stellar
Systems Pty Ltd to use the product. In all other cases, Stellar Systems Pty Ltd
agrees to sell the product to the Customer. Stellar Systems Pty Ltd may license
the Customer to use a software program notwithstanding that its carrying medium
and/or the product in which is encased is sold by Stellar Systems Pty Ltd to the
Customer.
PRICE
The price payable under the contract is, unless otherwise agreed in
writing, the total amount quoted in the quotation which in the case of a license
agreement represents any agency or license fee. In addition to the price, the
Customer agrees to pay for, if so requested by Stellar Systems Pty
Ltd:-
(1) Any increase in taxes and duties which Stellar Systems
Pty Ltd may be required to collect or pay after the date of
quotation.
(2) All sales tax payable not otherwise included in
the price.
(3) Customs clearance charges, temporary import
surcharges, freight from the delivery point, special handling, special packaging
or special documentation required by the Customer.
(4) The cost
of holding, storing and insuring a product if delivery is delayed by or at the
request of the Customer.
(5) The installation of a product and
all additional cables and special length cables other than the standard cables
supplied with the product.
(6) Any additional testing or special
burn-in procedures required by the Customer other than normal factory testing by
Stellar Systems Pty Ltd.
(7) An increase in the price
proportionate to any decrease in the rate of exchange of Australian currency
with the currency of the United States of America.
(8) Interest
occurring daily on the unpaid balance of the price or any amount payable from
its due date until the date of payment at the rate of 18% per annum.
PAYMENT
The Customer shall pay the price and other amounts payable before
delivery or, if open account credit has been given by Stellar Systems Pty Ltd,
within 7 days from the date of invoice. Interest shall accrue on an amount
due and unpaid. Unless otherwise indicated, all payments shall be made in
Australian currency.
DELIVERY
Unless otherwise agreed before despatch, a product will be
delivered to the address of the Customer within a reasonable time after entry
into the contract or if Force Majeure intervenes within a reasonable time after
the cessation of the Force Majeure. In these conditions, Force Majeure means any
act or event not reasonably within the control of Stellar Systems Pty Ltd
including Acts of God, strikes, lock-outs or other industrial disputes,
lightning, accidents, wars, riots, civil disturbances, revolution, government
restraint or action, shortage or unavailability of equipment, materials or
labour or restrictions thereof and delay in transportation whether directly or
indirectly affecting Stellar Systems Pty Ltd, its suppliers, its distributors or
its carriers. A product will be accepted by the Customer immediately on delivery
of the product. Where Stellar Systems Pty Ltd is installing the product,
installation shall be deemed completed upon successful completion of the
standard Stellar Systems Pty Ltd test procedures and diagnostic test programs as
evidenced by an acceptance test report signed by Stellar Systems Pty Ltd.
PROPERTY
No title to any product shall pass to the Customer until the full
price has been paid to Stellar Systems Pty Ltd. The Customer grants Stellar
Systems Pty Ltd permission to repossess any goods from the Customer's premises
that have not been paid for in full. No title to any software is transferred to
the Customer at any time. The Customer is responsible for the insurance of all
goods against any risks from the time of shipment.
PATENTS
Stellar Systems Pty Ltd retains for itself all proprietary rights
in and to all patents, designs, trade marks and other industrial property
relating to the products and all inventions, patents, designs and other
industrial property arising out of the use of any products developed as a result
thereof. Stellar Systems Pty Ltd warrants that its products do not infringe any
patents held by any third party in Australia and shall indemnify the Customer in
respect of refunding any costs and/or damages awarded against the Customer by
the final judgement of any court having jurisdiction in the matter, in any
infringement of such patents, provided:-
(1) the products have
been properly used by the Customer himself and solely for the purpose for which
they were supplied, and
(2) the Customer informs Stellar Systems
Pty Ltd in writing forthwith upon the commencement, or threat of commencement,
of any such proceedings, and supplies Stellar Systems Pty Ltd with all
information concerning such proceedings, and
(3) the conduct of
all such proceedings shall immediately be handed over to Stellar Systems Pty Ltd
and the Customer shall refrain from any action with respect to such proceedings
(except at Stellar Systems Pty Ltd's request) or whereby Stellar Systems Pty
Ltd's liability might be or become enhanced, and
(4) Stellar
Systems Pty Ltd may at its own cost, but in the Customer's name undertake the
defence of such proceedings and may defend, negotiate agreement, submit to
judicial procedure or otherwise dispose of the matter as Stellar Systems Pty Ltd
may think appropriate.
LIMITATION OF LIABILITY
Stellar Systems Pty Ltd shall not be liable for
any breach of statutory obligation of implied condition or warranty in respect
of goods, software programs and/or services (or materials used in connection
with services) supplied to a Customer and shall not be liable for any
consequential loss whatever suffered by any person whatever or for the
negligence of Stellar Systems Pty Ltd, its servants, agents or representatives
or for any loss or damage to person or property arising out of the performance
of, delay in performance of, or failure to perform obligations. However, if any
law would render a provision herein void or ineffective then to the extent
permitted by that law, the Customer agrees that the liability of Stellar Systems
Pty Ltd is limited to:-
(1) the repair or replacement of those
goods supplied or the supply of goods equivalent to those supplied, at the
option of Stellar Systems Pty Ltd.
(2) the repair or replacement
of those software programs supplied or the supply of software programs
equivalent to those supplied, at the option of Stellar Systems Pty Ltd,
or
(3) the supplying again of those services (or of those
materials used in connection with services supplied), which gave rise in the
breach, loss or damage.
WARRANTY
Subject to clause 9 above, Stellar Systems Pty Ltd will warrant
its product in accordance with the Warranty Agreement supplied with the product
if all conditions herein and therein are satisfied.
CANCELLATION
If the Customer cancels the order, or causes Stellar Systems
Pty Ltd to stop delivery of any order, due to delinquency in paying past due
balances, or by failure to meet the payment terms of previous contracts then the
Customer agrees to pay the following cancellation charges based on the number of
days prior to schedule delivery, Stellar Systems Pty Ltd receives written notice
of
cancellation:-
Days
% of Product List
Price
45-30
20
29-15
30
14 or less 40
MISCELLANEOUS
These conditions shall include only such additions and
variations as Stellar Systems Pty Ltd approves in writing. These conditions
contain the whole of the conditions express or implied between Stellar Systems
Pty Ltd and the Customer. A contract containing these conditions shall be
governed by the laws of New South Wales , Australia and the Customer irrevocably
submits to the jurisdiction of the courts of that state.
