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1. Quotation and Terms of Supply: The Quotation and these Terms of Supply constitute the entire agreement (Agreement) between the customer specified in the Quotation (Customer, you and your) and Symbiotic Devices for the supply of the goods and/or services set out in the Quotation (the Goods and Services). Any Customer terms which purport to apply to the supply of the Goods and Services are expressly excluded, and the Agreement will prevail. The Quotation is given on the basis of these Terms of Supply. If these Terms of Supply cease to apply to the Goods and Services for any reason, whether in whole or in part, Symbiotic Devices may, in its absolute discretion, adjust the price of the Goods and Services. The quoted price is valid for the period stated on the front page of the Quotation, and is then subject to change without notice. Availability of Goods is not guaranteed.
2. Accepting the Quotation: You accept the Quotation by issuing a purchase order, accepting or paying for the Goods, Deliverables or Services, or by written notice to Symbiotic Devices. Acceptance of the Quotation binds you to complete the purchase of the Goods and Services on these Terms of Supply.
3. Delivery of Goods and Services: Symbiotic Devices will deliver the Goods to the delivery address specified in your purchase order or advised by you in writing (Delivery Address), and will perform the Services at the locations specified in the Quotation or otherwise agreed in writing with you.
4. Inspection and Acceptance: You must inspect all Goods, and any materials we deliver to you in connection with the Services (Deliverables), on receipt. You may reject Goods if they have been damaged in transit prior to delivery, and Goods and Deliverables that do not meet the description set out in the Quotation, by notifying Symbiotic Devices in writing within 10 days after delivery. After this time, you are deemed to have accepted the Goods and Deliverables, and you agree that the Goods and Deliverables are free from damage and defects and meet the description set out in this Quotation. If you reject any Goods or Deliverables, Symbiotic Devices will collect those Goods or Deliverables and, in its absolute discretion, either replace, repair or rectify them.
5. Warranties: Except as specifically stated in the Quotation, prices quoted for devices include the manufacturer’s 12 month warranty on parts and labour (this does not apply to accessories and consumables). Symbiotic Devices will provide you with the details of the manufacturer’s warranty (if any) applicable to accessories or consumables on request. All other warranties are expressly excluded to the fullest extent permitted by law.
6. Title and risk: Risk in the Goods passes to you on delivery of the Goods to the Delivery Address. Title in the Goods passes to you when payment for the Goods is received by Symbiotic Devices.
7. Invoicing, payment and GST: Symbiotic Devices will invoice you for Goods and Services on delivery (or earlier, if requested). You must pay all correctly rendered invoices by the due date specified on the invoice (which will typically be 30 days after the date of the invoice). Payment must be made by electronic funds transfer to Symbiotic Devices’ bank account (as specified on the invoice) or by credit card. Interest of 2% per month will be charged on amounts not paid by the due date. Prices quoted for Goods and Services exclude goods and services tax (GST). Australia only: You must pay the amount of GST stated on the tax invoice in addition to the price of the Goods and Services. New Zealand only: You must pay the amount of GST stated on the invoice issued by Symbiotic Devices’ agent directly to that agent.
8. Installation and training: Installation and training will take place in accordance with the particulars stated in the Quotation. Unless specifically stated in the Quotation, installation and training are not included in the quoted price and are separately chargeable. Symbiotic Devices will only install purchased systems within existing infrastructure at the Delivery Address. Unless specifically stated in the Quotation, Symbiotic Devices will not perform services such as configuration of existing IT systems and networks, cabling within walls, electrical wiring, or installation or modification of furnishings, fit out or permanent fixtures. For installation, you must ensure that appropriate IT personnel are available to assist with configuration of existing IT systems and networks where required, and that Symbiotic Devices is granted the administrator access rights required to install software.
9. Intellectual property: Subject to this clause 9, Symbiotic Devices solely and exclusively owns the intellectual property rights in the Deliverables and Symbiotic Devices’ material incorporated in the Deliverables (Symbiotic Devices Material), and grants you a non-exclusive, perpetual, royalty-free licence to use the Deliverables and Symbiotic Devices Material for your own internal business purposes. Nothing in this clause 9 affects the ownership of any intellectual property rights in third party material including software which forms part of the Goods or Deliverables (Third Party Material). Third Party Material is directly licensed to you by the third party on the terms and conditions stipulated by that third party (and you must read and comply with such terms and conditions).
10. Confidentiality: You must keep the Agreement and any other information supplied by Symbiotic Devices in connection with the Agreement confidential and only disclose it with Symbiotic Devices’ consent (although you may disclose it to your employees, advisers or agents who need to know it, or as required by law or the rules of a stock exchange).
11. Assignment: You must not novate, assign or transfer (in whole or in part) any of your rights or obligations under the Agreement unless Symbiotic Devices gives its prior written consent.
12. Relationship: Nothing in the Agreement is intended to constitute a fiduciary, agency, partnership, trust or employment relationship between you and Symbiotic Devices.
13. Notices: Any notices required to be given under the Agreement must be in writing and sent by email to a party’s email address set out on the front page of the Quotation or as otherwise notified by a party.
14. Governing law: The Agreement is governed by the laws of the State of Victoria, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Victoria and the relevant appellate courts.