Terms and Conditions
1.0 Definitions
1.1 The Schedule means the detail of the Goods or services, Customer, Seller and the purchase price as stated overleaf and forms part of the Estimate.
1.2 The Seller means WEB CENTRED CONSULTANTS and includes its representatives, servants, agents and employees.
1.3 The Customer means the party named in the Schedule.
1.4 The Goods' means any products or services to be supplied by the Seller.
2.0 Application of Terms and Conditions
2.1 The use of a Customers own terms and conditions is no derogation from these terms and conditions, in particular WEB CENTRED CONSULTANTS will not be bound by any terms and conditions attaching to or accompanying any customer order, and the customer agrees that all such terms and conditions are excluded.
3.0 Quotas
3.1 WEB CENTRED CONSULTANTS has prepared a Estimate for the Web Site, which includes the following:
3.1.1 the specifications for the Web Site which comply with the requirements of the Customer's Request For Proposal;
3.1.2 a listing of all items to be delivered to Customer (the "Deliverables");
3.1.3 a schedule containing a delivery date; and
3.1.4 a schedule setting forth the amount and timing of WEB CENTRED CONSULTANTS compensation, including provisions for payment of WEB CENTRED CONSULTANTS reasonable travel and other out-of-pocket expenses.
3.2.1 All prices in the Schedule are an estimate only and subject to the Customers acceptance of the estimate and the order being for the whole quantity or job lot as stated in the Schedule.
3.2.2 The Placement of a Purchase Order upon the Seller and/or a deposit for a quotation, and/or verbal authorization is evidence of acceptance of the Estimate and these Terms and Conditions of Sale.
3.3 Should the Seller be unable to complete the manufacture of the Goods due to inability to source suitable materials, manufacturing, equipment failure, or at the absolute discretion of the Seller or for any other commercial consideration, then the Seller hereby reserves the right to cancel the order and return all deposit monies paid to the Customer and the Seller shall not be liable for any loss or damage of any kind whatsoever caused to the Customer arising from the non-delivery or installation of the Goods.
3.4 Cancellation of order can only be made on day or ordering, failure to do so will result in loss of deposit monies and WEB CENTRED CONSULTANTS reserves the right to charge for costs incurred for the purchase of materials and labor, including anticipated profits for that total order.
4.0 Description of Goods
4.1 The description of the Goods in the Schedule is only for the Sellers' product identification purposes and the description therein does not form part of the contract between the parties.
5.0 Installation and Delivery
5.1 WEB CENTRED CONSULTANTS recognizes and agrees that failure to deliver the Web Site according to the estimate’s delivery schedule will result in expense and damage to the Customer. WEB CENTRED CONSULTANTS shall inform the Customer immediately of any anticipated delays in the delivery schedule and of the actions being taken to assure completion of the Web Site within such schedule. WEB CENTRED CONSULTANTS and the Customer must work together to complete the website in a timely manner.
5.2 If the Customer does not supply WEB CENTRED CONSULTANTS complete text and graphics content for all web pages contracted for within six weeks of the date this contract was signed, the entire amount of the contract be comes due and payable.
5.3 If the Customer has not submitted complete text and graphics content within two months after the signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed and all work by WEB CENTRED CONSULTANTS after the six week end date will be billed at the hourly rate.
5.4 The date estimated for delivery and/or installation is an estimate only and is subject to availability of materials and the Seller shall not be liable for any loss or damage of any kind caused to the Customer arising from the late delivery and/or installation of the Goods.
5.5 Where the Customer collects the Goods or arranges delivery by the Customer's agent, then all risk in and to the Goods shall pass to the Customer upon removal of the Goods from the Seller's premises.
5.6 Acceptance Testing. Upon completion of the Web Site and the delivery of all items required to be provided under the Quotation, Customer shall have thirty (30) days from such completion to inspect, test and evaluate the Web Site to determine whether it satisfies the acceptance criteria set forth n the Quotation.
5.7 Training. WEB CENTRED CONSULTANTS shall provide no training unless otherwise stated on the Estimate, in the use of the Web Site. Limited support via phone or e-mail will be available to Customer for 30 days following acceptance of the Web Site, as set forth in Section (5). Limited support" shall include instructions to access, alter, and maintain the Web Site using software and/or technology purchased by the Customer. WEB CENTRED CONSULTANTS is not responsible to for providing software and/or technology to Customer.
6.0 Payment
6.1 The purchase price of the Goods as stated in the Schedule shall be paid to the Seller, without deductions in accordance with provisions 6.1.1 and 6.1.2 of this clause 6.1.
6.1.1 A deposit of 50% of the purchase price stated in the Schedule upon the Customer accepting this contract.
6.1.2 A final payment equal to the balance of the purchase price stated in the Schedule being 50% must be paid upon completion of the Goods by the Seller and prior to pick up or delivery of the Goods to the Customer.
6.2 If upon notification to the Customer by the Seller that the Goods are ready to be picked up or ready for delivery or installation the Customer fails:
6.2.1 to pay the final amount owing pursuant to clause 6.1.1 of the purchase price stated in the Schedule; or
6.2.2 the Customer makes the payment required pursuant to clause 6.1.2 but fails to arrange for the pick up, delivery or installation of the Goods within 7 working days then the Seller hereby reserves the right to charge default interest calculated at the rate of 2.5% of the value of each item per calendar month or part thereof which the Goods remain in the Sellers possession after notification to the Customer that the Goods w ere ready to be picked up, delivered or installed.
6.3 All payments are to be made in cash or by Bank Cheque, Efpos, Credit Card, Paypal, personal cheques will only be accepted by prior agreement with the Seller.
6.4 Not withstanding Clause 6.1 the Seller reserves the right to demand full payment for any individual Goods or part of an order delivered or installed prior to delivery or installation of the complete order.
6.5 Payment may be made by cash, cheque, electronic transfer, direct deposit, eftpos, credit card, money order or Bank Cheque, any dishonor fees or bank charges relating to this transaction will be on charged to the Customer.
6.6 The Buyer shall pay to The Seller in addition to the price estimated:
6.6.1 the amount of any variation to the price of the goods after the date of the order due to increases in Overseas Freight Rates, Currency Exchange Rates or Taxes or Duties or other costs, then the actual cost of such variation shall be added to the stated price;
6.6.2 any increase in the cost to The Seller arising from delivery or installation to a place at a time or in manner other than that specified in the Quotation/Letter of Offer or supplied under the terms and conditions of the Distributor Agreement or from any costs to the Seller arising from compliance with any occupational health and safety regulations or compliance with any relevant industrial or workplace agreement or associated with any stoppage caused by actions of employees, servants, agents or contractors of the Buyer.
6.6.3 any Sales Tax, Goods and Services Tax or other taxes applicable to the Goods.
6.7 Unless otherwise specifically stated, any prices estimated by the Seller are in Australian currency, inclusive of packaging but exclusive of General Sales Tax (GST), Freight and Delivery charges. The Seller shall charge the Customer for the actual cost incurred in respect of such items.
6.8 E&OE – If any errors or omissions exist with regard to this order e.g. If WEB CENTRED CONSULTANTS have misunderstood your requirements and/or we have made errors in the cost calculations and/or omitted components from your order, WEB CENTRED CONSULTANTS reserve the right to make an additional charge to cover such occurrences.
7.0 Title
7.1 Not withstanding delivery of the Goods to the Customer, title to each and every item of the Goods shall pass to the Customer only on the date of payment in full and in the case of payment by cheque, upon such cheque being honored upon presentation.
7.2 Failure in payment at the agreed time will cause all discounts to be null and void, interest will be charged at the current overdraft rates as nominated by the Commonwealth Bank.
7.3 In the event of the Customer defaulting in any or the terms of this agreement including the payment of any monies due under the agreement then the Seller shall have the right (without serving notice) to retake possession of the Goods supplied to the Customer by the Seller and the Customer hereby authorizes the Seller to repossess the Goods that are housed or stored for the purpose of reclaiming possession of same.
7.4 The Seller shall not be liable for any costs, losses damages, expenses or any other monies or losses suffered by the Customer as a result of the Seller reclaiming possession of any Goods pursuant to the provisions of Clause 7.2 herein.
7.5 The Seller retains the following rights in relation to the Goods until payment is made in full for the Goods:
7.5.1 legal ownership title and property in the goods;
7.5.2 to keep or resell any goods repossessed pursuant to this Agreement.
7.6 Failure by the Seller to insist upon strict performance at any of these terms or conditions shall not be deemed a waiver thereof or of any rights the Seller may have and shall not, and nor shall any express waiver, deemed to be a waiver of any subsequent breach of any term or condition.
7.7 Warranty on Goods only available on product fully paid for.
8.0 Guarantee
8.1 The Customer does hereby unconditionally (jointly and severely where there is more than one Customer) guarantee the Customers obligations under this agreement and indemnifies the Seller against any loss or liability the Seller incurs arising from or connected with the Customers obligations hereunder.
8.2 All costs and expenses incurred by the Seller to remedy any breach by the Purchaser of These terms and conditions shall be recoverable from the Purchaser in addition and without prejudice to the Seller's right to damages for breach of these terms and conditions.
9.0 Indemnity by Customer:
9.1 The Customer shall indemnify WEB CENTRED CONSULTANTS and any of its employees or agents against all claims, liabilities, costs, damages, fees and expenses (including reasonable attorney's fees) arising from any action based upon any content on the Web Site that is solely provided by Customer.
10.0 Confidential Information:
10.1 For purposes of this Agreement, the term "Confidential Information" means all information that is not generally known by the public and that:
10.1.1 is obtained by WEB CENTRED CONSULTANTS from Customer, or that is learned, discovered, developed, conceived, originated, or prepared by WEB CENTRED CONSULTANTS during the process of performing this Agreement, and
10.1.2 relates directly to the business or assets of Customer. The term "Confidential Information" shall include, but shall not be limited to: inventions, discoveries, trade secrets, and know-how; computer software code, designs, routines, algorithms, and structures; product information; research and development information; lists of Customers and other information relating thereto; financial data and information; business plans and processes; and any other information of Customer that Customer informs WEB CENTRED CONSULTANTS, or that WEB CENTRED CONSULTANTS should know by virtue of its position, is to be kept confidential.
10.2 During the term of this Agreement, and at all times thereafter, WEB CENTRED CONSULTANTS agrees that he will not disclose to others, use for his own benefit or for the benefit of anyone other than Customer, or otherwise appropriate or copy, any Confidential Information, whether or not developed by WEB CENTRED CONSULTANTS, except as required in the performance of its obligations to Customer hereunder. The obligations of WEB CENTRED CONSULTANTS under this paragraph shall not apply to any information that becomes public knowledge through no fault of WEB CENTRED CONSULTANTS
11.0 Place of Contract
11.1 The parties agree that this contract is made in the State of Queensland, Australia and agree to submit to the jurisdiction of the Courts of that State.
12.0 Amendments
12.1 The Seller reserves the right to amend these Terms and Conditions of sale without prior notice from time to time as it sees fit.
1.1 The Schedule means the detail of the Goods or services, Customer, Seller and the purchase price as stated overleaf and forms part of the Estimate.
1.2 The Seller means WEB CENTRED CONSULTANTS and includes its representatives, servants, agents and employees.
1.3 The Customer means the party named in the Schedule.
1.4 The Goods' means any products or services to be supplied by the Seller.
2.0 Application of Terms and Conditions
2.1 The use of a Customers own terms and conditions is no derogation from these terms and conditions, in particular WEB CENTRED CONSULTANTS will not be bound by any terms and conditions attaching to or accompanying any customer order, and the customer agrees that all such terms and conditions are excluded.
3.0 Quotas
3.1 WEB CENTRED CONSULTANTS has prepared a Estimate for the Web Site, which includes the following:
3.1.1 the specifications for the Web Site which comply with the requirements of the Customer's Request For Proposal;
3.1.2 a listing of all items to be delivered to Customer (the "Deliverables");
3.1.3 a schedule containing a delivery date; and
3.1.4 a schedule setting forth the amount and timing of WEB CENTRED CONSULTANTS compensation, including provisions for payment of WEB CENTRED CONSULTANTS reasonable travel and other out-of-pocket expenses.
3.2.1 All prices in the Schedule are an estimate only and subject to the Customers acceptance of the estimate and the order being for the whole quantity or job lot as stated in the Schedule.
3.2.2 The Placement of a Purchase Order upon the Seller and/or a deposit for a quotation, and/or verbal authorization is evidence of acceptance of the Estimate and these Terms and Conditions of Sale.
3.3 Should the Seller be unable to complete the manufacture of the Goods due to inability to source suitable materials, manufacturing, equipment failure, or at the absolute discretion of the Seller or for any other commercial consideration, then the Seller hereby reserves the right to cancel the order and return all deposit monies paid to the Customer and the Seller shall not be liable for any loss or damage of any kind whatsoever caused to the Customer arising from the non-delivery or installation of the Goods.
3.4 Cancellation of order can only be made on day or ordering, failure to do so will result in loss of deposit monies and WEB CENTRED CONSULTANTS reserves the right to charge for costs incurred for the purchase of materials and labor, including anticipated profits for that total order.
4.0 Description of Goods
4.1 The description of the Goods in the Schedule is only for the Sellers' product identification purposes and the description therein does not form part of the contract between the parties.
5.0 Installation and Delivery
5.1 WEB CENTRED CONSULTANTS recognizes and agrees that failure to deliver the Web Site according to the estimate’s delivery schedule will result in expense and damage to the Customer. WEB CENTRED CONSULTANTS shall inform the Customer immediately of any anticipated delays in the delivery schedule and of the actions being taken to assure completion of the Web Site within such schedule. WEB CENTRED CONSULTANTS and the Customer must work together to complete the website in a timely manner.
5.2 If the Customer does not supply WEB CENTRED CONSULTANTS complete text and graphics content for all web pages contracted for within six weeks of the date this contract was signed, the entire amount of the contract be comes due and payable.
5.3 If the Customer has not submitted complete text and graphics content within two months after the signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed and all work by WEB CENTRED CONSULTANTS after the six week end date will be billed at the hourly rate.
5.4 The date estimated for delivery and/or installation is an estimate only and is subject to availability of materials and the Seller shall not be liable for any loss or damage of any kind caused to the Customer arising from the late delivery and/or installation of the Goods.
5.5 Where the Customer collects the Goods or arranges delivery by the Customer's agent, then all risk in and to the Goods shall pass to the Customer upon removal of the Goods from the Seller's premises.
5.6 Acceptance Testing. Upon completion of the Web Site and the delivery of all items required to be provided under the Quotation, Customer shall have thirty (30) days from such completion to inspect, test and evaluate the Web Site to determine whether it satisfies the acceptance criteria set forth n the Quotation.
5.7 Training. WEB CENTRED CONSULTANTS shall provide no training unless otherwise stated on the Estimate, in the use of the Web Site. Limited support via phone or e-mail will be available to Customer for 30 days following acceptance of the Web Site, as set forth in Section (5). Limited support" shall include instructions to access, alter, and maintain the Web Site using software and/or technology purchased by the Customer. WEB CENTRED CONSULTANTS is not responsible to for providing software and/or technology to Customer.
6.0 Payment
6.1 The purchase price of the Goods as stated in the Schedule shall be paid to the Seller, without deductions in accordance with provisions 6.1.1 and 6.1.2 of this clause 6.1.
6.1.1 A deposit of 50% of the purchase price stated in the Schedule upon the Customer accepting this contract.
6.1.2 A final payment equal to the balance of the purchase price stated in the Schedule being 50% must be paid upon completion of the Goods by the Seller and prior to pick up or delivery of the Goods to the Customer.
6.2 If upon notification to the Customer by the Seller that the Goods are ready to be picked up or ready for delivery or installation the Customer fails:
6.2.1 to pay the final amount owing pursuant to clause 6.1.1 of the purchase price stated in the Schedule; or
6.2.2 the Customer makes the payment required pursuant to clause 6.1.2 but fails to arrange for the pick up, delivery or installation of the Goods within 7 working days then the Seller hereby reserves the right to charge default interest calculated at the rate of 2.5% of the value of each item per calendar month or part thereof which the Goods remain in the Sellers possession after notification to the Customer that the Goods w ere ready to be picked up, delivered or installed.
6.3 All payments are to be made in cash or by Bank Cheque, Efpos, Credit Card, Paypal, personal cheques will only be accepted by prior agreement with the Seller.
6.4 Not withstanding Clause 6.1 the Seller reserves the right to demand full payment for any individual Goods or part of an order delivered or installed prior to delivery or installation of the complete order.
6.5 Payment may be made by cash, cheque, electronic transfer, direct deposit, eftpos, credit card, money order or Bank Cheque, any dishonor fees or bank charges relating to this transaction will be on charged to the Customer.
6.6 The Buyer shall pay to The Seller in addition to the price estimated:
6.6.1 the amount of any variation to the price of the goods after the date of the order due to increases in Overseas Freight Rates, Currency Exchange Rates or Taxes or Duties or other costs, then the actual cost of such variation shall be added to the stated price;
6.6.2 any increase in the cost to The Seller arising from delivery or installation to a place at a time or in manner other than that specified in the Quotation/Letter of Offer or supplied under the terms and conditions of the Distributor Agreement or from any costs to the Seller arising from compliance with any occupational health and safety regulations or compliance with any relevant industrial or workplace agreement or associated with any stoppage caused by actions of employees, servants, agents or contractors of the Buyer.
6.6.3 any Sales Tax, Goods and Services Tax or other taxes applicable to the Goods.
6.7 Unless otherwise specifically stated, any prices estimated by the Seller are in Australian currency, inclusive of packaging but exclusive of General Sales Tax (GST), Freight and Delivery charges. The Seller shall charge the Customer for the actual cost incurred in respect of such items.
6.8 E&OE – If any errors or omissions exist with regard to this order e.g. If WEB CENTRED CONSULTANTS have misunderstood your requirements and/or we have made errors in the cost calculations and/or omitted components from your order, WEB CENTRED CONSULTANTS reserve the right to make an additional charge to cover such occurrences.
7.0 Title
7.1 Not withstanding delivery of the Goods to the Customer, title to each and every item of the Goods shall pass to the Customer only on the date of payment in full and in the case of payment by cheque, upon such cheque being honored upon presentation.
7.2 Failure in payment at the agreed time will cause all discounts to be null and void, interest will be charged at the current overdraft rates as nominated by the Commonwealth Bank.
7.3 In the event of the Customer defaulting in any or the terms of this agreement including the payment of any monies due under the agreement then the Seller shall have the right (without serving notice) to retake possession of the Goods supplied to the Customer by the Seller and the Customer hereby authorizes the Seller to repossess the Goods that are housed or stored for the purpose of reclaiming possession of same.
7.4 The Seller shall not be liable for any costs, losses damages, expenses or any other monies or losses suffered by the Customer as a result of the Seller reclaiming possession of any Goods pursuant to the provisions of Clause 7.2 herein.
7.5 The Seller retains the following rights in relation to the Goods until payment is made in full for the Goods:
7.5.1 legal ownership title and property in the goods;
7.5.2 to keep or resell any goods repossessed pursuant to this Agreement.
7.6 Failure by the Seller to insist upon strict performance at any of these terms or conditions shall not be deemed a waiver thereof or of any rights the Seller may have and shall not, and nor shall any express waiver, deemed to be a waiver of any subsequent breach of any term or condition.
7.7 Warranty on Goods only available on product fully paid for.
8.0 Guarantee
8.1 The Customer does hereby unconditionally (jointly and severely where there is more than one Customer) guarantee the Customers obligations under this agreement and indemnifies the Seller against any loss or liability the Seller incurs arising from or connected with the Customers obligations hereunder.
8.2 All costs and expenses incurred by the Seller to remedy any breach by the Purchaser of These terms and conditions shall be recoverable from the Purchaser in addition and without prejudice to the Seller's right to damages for breach of these terms and conditions.
9.0 Indemnity by Customer:
9.1 The Customer shall indemnify WEB CENTRED CONSULTANTS and any of its employees or agents against all claims, liabilities, costs, damages, fees and expenses (including reasonable attorney's fees) arising from any action based upon any content on the Web Site that is solely provided by Customer.
10.0 Confidential Information:
10.1 For purposes of this Agreement, the term "Confidential Information" means all information that is not generally known by the public and that:
10.1.1 is obtained by WEB CENTRED CONSULTANTS from Customer, or that is learned, discovered, developed, conceived, originated, or prepared by WEB CENTRED CONSULTANTS during the process of performing this Agreement, and
10.1.2 relates directly to the business or assets of Customer. The term "Confidential Information" shall include, but shall not be limited to: inventions, discoveries, trade secrets, and know-how; computer software code, designs, routines, algorithms, and structures; product information; research and development information; lists of Customers and other information relating thereto; financial data and information; business plans and processes; and any other information of Customer that Customer informs WEB CENTRED CONSULTANTS, or that WEB CENTRED CONSULTANTS should know by virtue of its position, is to be kept confidential.
10.2 During the term of this Agreement, and at all times thereafter, WEB CENTRED CONSULTANTS agrees that he will not disclose to others, use for his own benefit or for the benefit of anyone other than Customer, or otherwise appropriate or copy, any Confidential Information, whether or not developed by WEB CENTRED CONSULTANTS, except as required in the performance of its obligations to Customer hereunder. The obligations of WEB CENTRED CONSULTANTS under this paragraph shall not apply to any information that becomes public knowledge through no fault of WEB CENTRED CONSULTANTS
11.0 Place of Contract
11.1 The parties agree that this contract is made in the State of Queensland, Australia and agree to submit to the jurisdiction of the Courts of that State.
12.0 Amendments
12.1 The Seller reserves the right to amend these Terms and Conditions of sale without prior notice from time to time as it sees fit.
Last Updated (Thursday, 26 March 2009 05:09)