KEYTECH Australia | Terms and Conditions

TERMS AND CONDITIONS

Unless the context otherwise requires:

1.1 "Act" means the Commonwealth Trade Practices Act 1974;

1.2 "Goods" means the goods to be provided by Keytech Australia Pty Ltd to the Customer described in the Invoice;

1.3 "Invoice" means the Keytech Australia Pty Ltd Invoice provided with these terms and conditions, as accepted by the Customer;

1.4 "Price" means the amount stated in the Invoice; and

1.5 "Warranty Period" You accept the manufacturer's warranty and terms and conditions in relation to Hardware and Software
In the interpretation of these terms and conditions, headings are disregarded.
In consideration of the Price, Keytech Australia Pty Ltd agrees to supply and the Customer agrees to buy the Goods.
The Customer agrees to pay to Keytech Australia Pty Ltd as follows:

The Customer agrees to pay to Keytech Australia Pty Ltd the Price for the Goods supplied to it in the manner and by the date specified in the Invoice. If no time period is set out in the Invoice, the Customer must pay the Price to Keytech Australia Pty Ltd within seven (7) days from Date of Invoice.

NOTE: At this point 'sign off' signifies a "substantial" completion of the installation, i.e., except for minor omissions and minor defects which do not prevent the installation from being reasonably capable of being used for their intended purposes.

For all further business with Keytech Australia Pty Ltd the Customer agrees to pay the Price of the Goods to Keytech Australia Pty Ltd within seven (7) days of receipt of the Invoice by the Customer.
If the Price is to be paid by instalments and the Customer does not make a payment by the date specified Keytech Australia Pty Ltd may charge the Customer interest on the amount outstanding at a rate equal to Westpac Banking Corporation's published base rate plus three percent (3%) per annum as at the day after the payment was due until the amount outstanding is finally paid.
The Customer agrees that the amount provided for in Clause 5 is a genuine pre-estimate of the damage that late payment will cause Keytech Australia Pty Ltd.
Property in the Goods does not pass from Keytech Australia Pty Ltd to the Customer until payment of the Price in full or on payment of the final instalment of the Price in full.
The risk in the Goods passes to the Customer on despatch of the Goods by Keytech Australia Pty Ltd for delivery to the Customer or on the Customer taking control of the Goods
Keytech Australia Pty Ltd warrants that the Goods supplied are of merchantable quality. Subject to Clause 10, Keytech Australia Pty Ltd is required to, at its cost and in its sole discretion:

(a) remedy any defect or fault in any of the Goods; or
(b) replace any of the Goods in respect of which there is a defect or fault,

during the Warranty Period, provided that written notice is given by the Customer to Keytech Australia Pty Ltd of any such defect or fault in the Goods immediately upon the Customer becoming aware of that fault or defect. Any work that is undertaken by Keytech Australia Pty Ltd pursuant to this Clause or Clause 10 is to be done at Keytech's Australia Pty Ltd premises or such other place as Keytech Australia Pty Ltd may chose from time to time.
Keytech has no liability under Clause 9 to remedy any defect or fault in any product or replace any product where:

10.1 the defect or fault is caused or contributed to by:

(a) damage to the product in transit from Keytech Australia Pty Ltd premises; or
(b) accident, disaster (including but not limited to fire, flood, vandalism, burglary, water, wind, lightning or act of violence), nuclear explosion, radiation, neglect or misuse, or unauthorised attachments or alterations;

10.2 the Price has not been paid in full; or

10.3 the Customer is in breach of a material term of this Agreement.
Except as provided for in this Clauses 9 and 10, and to the extent allowed by law, Keytech Australia Pty Ltd liability for breach of a term implied into this Agreement by any applicable law of any State or territory of Australia is excluded. Where liability may be limited but not excluded by any applicable law liability is limited to the full extent possible under that law.
Clauses 12 to 14 apply to the extent to which the provisions of the Act apply to contracts entered into by Keytech Australia Pty Ltd for the provision of goods or services. Nothing in this Agreement excludes, restricts or modifies the operation of Part VA of the Act to the extent to which that Part of the Act applies to goods supplied by Keytech.
Pursuant to Section 68A of the Act, Clause 14 applies in respect of the goods or services supplied under this Agreement which are not of the kind ordinarily acquired for personal, domestic or household use or consumption, provided that Clause 14 does not apply if the Customer establishes that reliance on it would not be fair and reasonable.
Liability for a breach of a condition or warranty implied into this Agreement by the Act is limited:

14.1 in the case of goods, to any one of the following, as determined by Keytech Australia Pty Ltd in its sole discretion:

(a) the replacement of the goods or the supply of equivalent goods;
(b) the repair of the goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the goods repaired; and

14.2 in the case of services, to any one of the following, as determined by Keytech in its sole discretion:

(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
The Customer undertakes not to alter, remove or tamper with the trade marks, packaging or other means of identification of the Goods.
The waiver by any party of a breach of a provision of this Agreement is not to be a waiver of all or part of that provision or of any other provision or of the right of that party to avail itself of its rights subsequently. Any waiver of a breach of this Agreement must be in writing signed by the party granting the waiver and is effective only to the extent specifically set out in that waiver.
This Agreement is governed by the law of the State of Queensland and the parties unconditionally submit to the non-exclusive jurisdiction of the Courts of that State.
Each party bears its own costs of and incidental to the preparation and signing of this Agreement. The stamp duty, if any, payable on this Agreement is to be paid by the Customer.

DISCLAIMER & INDEMNITY

The Customer acknowledges that the conditions of use by the Customer of the software product are outside the control of Keytech Australia Pty Ltd and accordingly the Customer assumes all risk and liability for the loss, destruction or damage of software product and in relation to the possession, use, operation, maintenance, repair and storage thereof and further undertakes to save and hold Keytech Australia Pty Ltd harmless against all losses, damages, claims, penalties, liabilities and expenses (including but not limited to legal expenses) however arising or incurred in relation to or incidental to the possession, use, operation, maintenance, repair and storage of the software product by the Customer.

KeyTech Australia Terms and Conditions