1. DEFINITIONSClient” means the person, firm or corporation, jointly and severally if there is more than one, obtaining Goods or Services from Provide Technology;

    Contract” means any contract entered into for the provision of Goods or Services;

    Goods” means any goods proposed to be provided by Provide Technology to the Client;

    Provide Technology” means Lockwoods IT Pty Ltd (ACN 116 472 345) Trading as Provide Technology;

    Quote” means any written quotation provided by Provide Technology to the Client concerning the proposed supply of Goods or Services;

    Services” means any services proposed to be provided in relation to the Goods;

    Terms” means these Terms and Conditions of Trade.

    1. Unless otherwise agreed by Provide Technology in writing, these Terms apply exclusively to every Contract and cannot be varied or supplanted by any other terms, including the Client’s terms and conditions of purchase (if any).
    2. The descriptions, illustrations and performance specifications of the Goods or Services specified in any Quote, catalogue, price list or other advertising material do not form part of the Contract.
    3. Any Quote is valid for 3 days, is an invitation only to the Client to place an order based upon that Quote, and is subject to the Client offering to enter into a Contract and accepting these Terms.
    4. The Terms may include additional Terms in Provide Technology’s Quote, which are not inconsistent with the Terms, or if inconsistent, the terms of the Quote will prevail to the extent of any inconsistency.
    5. Unless otherwise specified, freight, insurance, labour, installation and support are not included in the Quote.
    6. An administration fee may apply for requoting or providing additional quotes where the Client changes its specifications.
    7. The Contract is accepted by Provide Technology when Provide Technology confirms its acceptance of an offer from the Client in writing or electronic means, or provides the Client with the Goods or Services.
    8. Provide Technology may refuse to accept any order.
    9. The Client must provide Provide Technology with its specific requirements in relation to the Goods or Services.
    10. Provide Technology may vary or amend these Terms by written notice to the Client at any time. Any variations or amendments will apply to orders made by the Client after the date of notice.
    1. Unless otherwise agreed in writing, prices specified by Quote, verbally or in a price list for the supply of Goods or Services exclude GST and any other taxes or duties imposed on or in relation to the Goods and Services. Any such GST, taxes and other duties must be paid by the Client in addition to payment of the price of the Goods and Services.
    2. If:

      (a) the Client requests any variation to the Contract; or

      (b) there is any change in Provide Technology’s costs incurred in relation to providing the Goods or Services;

      Provide Technology may vary the price to account for the variation.

    3. Provide Technology may change the specifications of its Goods or Services at any time without notice and without liability.
    1. Unless otherwise agreed in writing, payment for the Goods or Services is due to Provide Technology before physical delivery of the Goods or Services.
    2. If credit is offered, payment is due in full within 14 days of invoice.
    3. Provide Technology reserves the right to require payment of a deposit at the time the Client places its order.
    4. Payment must be made to Provide Technology without any deduction or setoff.
    5. Payment by cheque is not deemed made until the proceeds of the cheque have cleared.
    6. Payment terms may be revoked or amended at Provide Technology’s sole discretion immediately upon giving the Client written notice.
    1. If the Client defaults in payment by the due date of any amount payable to Provide Technology or fails to comply with its obligations under the Contract, then all money which would become payable by the Client to Provide Technology at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Client, and Provide Technology may, without prejudice to any other remedy available to it:

      (a) charge the Client interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 2% for the period from the due date until the date of payment in full;

      (b) charge the Client for, and the Client must make good, all costs and expenses (including without limitation, all legal costs and expenses on an indemnity basis) incurred by Provide Technology resulting from the defect, or in taking action to enforce compliance with the Terms, or to recover any sum due, or to recover any Goods;

      (c) cease or suspend for such period as Provide Technology thinks fit, supply of any further Goods or Services to the Client;

      (d) by written notice to the Client, terminate any Contract with the Client so far as unperformed by Provide Technology;

      without effect on Provide Technology’s accrued rights under any Contract.

    2. Clauses 5.1(c) and (d) may also be relied upon, at Provide Technology’s option, where the Client becomes bankrupt or insolvent or enters into any scheme of arrangement with its creditors, or has a liquidator, administrator or similar functionary appointed in respect of its assets.
    1. Until Provide Technology receives full payment in cleared funds for all Goods and Services supplied by it to the Client, as well as all other amounts owing to Provide Technology by the Client:

      (a) title and property in all Goods remains vested in Provide Technology and does not pass to the Client;

      (b) the Client must hold the Goods as fiduciary bailee and agent for Lockwoods IT; and

      (c) Provide Technology may without notice enter any premises where it suspects the Goods may be and remove them, and for this purpose the Client irrevocably licenses Provide Technology to enter such premises and will also make good all costs, claims, demands or any actions by any party from and against Provide Technology arising from such action.

    1. Any period or date for delivery of Goods or completion of Services specified by Provide Technology is intended as an estimate only and is not a contractual commitment. Provide Technology will use its reasonable endeavours to meet any estimated dates for delivery of Goods or completion of Services.
    2. Unless otherwise specified, Provide Technology will, at its discretion, arrange for the delivery of the Goods to the Client’s premises and designate the route and means of transportation.
    3. Unless otherwise specified, the Client is responsible for all freight and handling charges. If the Client requires a more expensive route or means of transportation, the Client must reimburse Provide Technology for the extra cost involved.
    4. Provide Technology may, at its discretion, deliver the Goods or Services by instalments in any sequence. Where the Goods and Services are so delivered by instalments, each instalment will be deemed to be the subject of a separate contract and no default or failure by Provide Technology in respect of any one or more instalments shall vitiate the contract in respect of Goods or Services previously delivered or yet to be delivered.  Each part- delivery may be invoiced separately, and terms for payment apply to each invoice.
    5. The Client must provide reasonable and proper access to its premises for the purpose of delivery.
    6. The Client will make good any loss or damage suffered by Provide Technology or its sub-contractors as a result of delivery or attempted delivery, except if caused by Provide Technology’s negligence.
    7. Additional delivery charges will be levied if deliveries are not accepted during normal business hours, Monday to Friday excluding public holidays.
    1. The risk in the Goods and all insurance responsibility for theft, damage or otherwise in respect of the Goods passes to the Client immediately upon delivery of the Goods.
    2. The Client assumes all risk and liability for loss, damage or injury to persons or to property of the Client, or third parties arising out of the use or possession of any of the Goods or Services sold by Provide Technology.
    3. Title to any software provided with the Goods or Services remains with the applicable manufacturer or licensor at all times.
    1. All software provided is subject to the terms and conditions of the manufacturer’s licence agreement relating to the software. The Client acknowledges its obligations to abide by such licence agreements.
    1. Except as specifically set out herein, or contained in any warranty statement provided with the Goods or Services, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
    2. Replacement of the Goods or re-supply of the Services is the absolute limit of Provide Technology’s liability howsoever arising under or in connection with the sale, use of, storage or any other dealings with the Goods or Services by the Client or any third party.
    3. Provide Technology is not liable for any indirect or consequential losses or expenses suffered by the Client or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.
    4. Provide Technology will not be liable for any loss or damage suffered by the Client where Provide Technology has failed to deliver the Goods or Services or fails to meet any delivery date or cancels or suspends the supply of the Goods or Services.
    5. Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of Goods or supply of services which cannot be excluded, restricted or modified.
    1. The Client acknowledges that:

      (a) It has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by Provide Technology in relation to the Goods or Services or their use or application;

      (b) It has the sole responsibility of satisfying itself that the Goods or Services selected are suitable for the Client’s use;

      (c) Any description of the Goods or Services provided in a Quote, price list or invoice is given by way of identification only and does not constitute a contract of sale by description.

    2. The Client warrants that it is buying the Goods for its own internal purposes and not for any re-sale purposes.
    1. Subject to clause 12.3, Provide Technology will not be liable for any defects, shortages, damage or non-compliance with the specifications in the Contract unless:

      (a) the Client notifies Provide Technology on the day of delivery and confirmed in writing with full details within 2 days of delivery specifying the shortage or defect; and

      (b) Provide Technology is given the opportunity to inspect the Goods and investigate the complaint before any further dealing.

    2. If the Client fails to give the notice as required in clause 12.1, it is deemed to have accepted the Goods and Services.
    3. If Provide Technology accepts any claim for defects, shortages, damage or non-compliance with the Contract, Provide Technology may, at its option, repair or replace the Goods, re-supply the Services, or refund the price of the Goods or Services.
    4. Provide Technology will not, under any circumstances, accept Goods for return that:

      (a) have not been stored or handled in accordance with Provide Technology’s instructions;

      (b) have been specifically produced, imported, exported or acquired to fulfill any Contract (such as RAM, parts and components, servers and OEM products);

      (c) have been altered in any way; or

      (d) are not in their original condition and packaging.

    5. The Client must obtain Provide Technology’s prior approval for the return of Goods and pay all its own freight charges associated with return of the Goods.
    6. The Goods are covered by a specific manufacturer’s warranty which is available from the manufacturer. Provide Technology is authorised to do warranty work on behalf of the manufacturer.
    1. If through circumstances beyond Provide Technology’s control, it is unable to effect delivery of the Goods or completion of the Services, then Provide Technology may cancel the Client’s order (even if it has already been accepted) by written notice to the Client.
    2. No purported cancellation or suspension of any order or any part of it by the Client is binding on Provide Technology after that order has been accepted.
    1. The law of Victoria from time to time governs the Terms and the parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and of courts entitled to hear appeals from those Courts.
    2. Provide Technology’s failure to enforce any of these Terms shall not be construed as a waiver of any of Provide Technology’s rights.
    3. If any of the Terms are unenforceable it shall be read down so as to be enforceable or, if it cannot be so read down, the term shall be severed from these Terms without affecting the enforceability of the remaining terms.
    4. A notice must be in writing and handed personally or sent by email, facsimile or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by email and facsimile are deemed received on the email server or facsimile machine confirming transmission.