Agile Broadcast Pty Ltd General Terms and Conditions
1. Supply of Services and Products. Agile Broadcast Pty Ltd (ABN 51 319 254 372) agrees to supply professional services (“Services”) and/or goods (‘Products”) to the Customer on these standard Terms and Conditions of Trade. Only these Terms and Conditions of Trade will apply to any relationship between Agile Broadcast Pty Ltd and the Customer.
2. Quotation and Pricing. Agile Broadcast Pty Ltd will provide a quotation for the supply of all Products and Services. These quotations are valid for acceptance only for 30 days from their issue date. All prices are quoted Net Excluding GST unless otherwise stated. The price of imported goods is subject to exchange rate variations. Agile Broadcast Pty Ltd will issue a valid tax invoice where GST is payable.
3. Payment. Payment terms are strictly 30 days from the date of invoice. Products will be invoiced on delivery. Services will be invoiced at the end of each month and on completion or as otherwise prescribed in the documents describing the Services to be supplied. Orders in excess of $10,000.00 shall be subject to a payment of a deposit as outlined in the quotation. When payments are not received within these terms, deliveries of products and services will cease until all outstanding payments have been made.
4. Title. Title of all goods and services ordered remain the property of Agile Broadcast Pty Ltd until full payment has been received. If the Customer fails to pay any moneys to Agile Broadcast Pty Ltd when due, Agile Broadcast Pty Ltd reserves the right without notice or demand to repossess all supplied goods.
5. Warranty. Agile Broadcast Pty Ltd makes no warranty in relation to the Products or Services other than as contained in these Terms or as prescribed by a law which cannot be excluded or in the case of Products, as provided by the Products’ respective manufacturers as made known to the Customer in the documents supplied by Agile Broadcast Pty Ltd or the manufacturer or as otherwise published or made known to the Customer. Defects in services reported to Agile Broadcast Pty Ltd within 14 days of delivery will be rectified by Agile Broadcast Pty Ltd at no charge to the Customer. Agile Broadcast Pty Ltd will not provide claimed warranty services for defects or deficiencies in Products or Services which are caused by:
(a) external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power surge or spike;
(b) the use of a Product for other than its intended purpose;
(c) the use with or connection of a Product to items not approved by Agile Broadcast Pty Ltd;
(d) the performance of maintenance or attempted repair by persons other than Agile Broadcast Pty Ltd or as authorised by Agile Broadcast Pty Ltd;
(e) the relocation of Products by the Customer; or
(f) any configuration or reconfiguration by the Customer of the Products or other equipment with which the Products interface.
6. Purchase Orders. Purchase orders for Products or Services constitute an offer by the Customer and may only be accepted by Agile Broadcast Pty Ltd in writing. Any amendments to purchase orders for Products or Services must be approved by Agile Broadcast Pty Ltd in writing to be effective. Only these Terms (not other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between the parties. Acceptance of a purchase order will not be acceptance of any such terms or conditions.
7. Delivery. Agile Broadcast Pty Ltd will use its reasonable endeavours to deliver Products or Services to the Customer by the date agreed but will not be liable for any delays in delivery caused by matters beyond its control. Freight charges incurred by Agile Broadcast Pty Ltd in delivering Products to the Customer will be invoiced to the Customer at cost unless quoted otherwise.
8. Acceptance. Unless the Customer gives Agile Broadcast Pty Ltd written notice of any aspect of a deliverable which is alleged by the Customer to be otherwise than in accordance with these Terms or any applicable specifications, within 7 days of the date of delivery of that deliverable, the Customer is deemed to have accepted that deliverable on delivery.
9. Risk. Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of:
(a) delivery to the Customer;
(b) the taking of possession by the Customer; and
(c) the delivery to any carrier contracted to the Customer for delivery to the Customer.
10. Intellectual Property. The Customer acknowledges that, unless otherwise agreed in writing, all Intellectual property rights attaching to the Products or arising out of the provision of Services are and will remain the property of Agile Broadcast Pty Ltd (or its supplier, where such rights are owned by that supplier). All design details, specifications, technical handbooks, drawings and other associated data supplied, remain confidential and the property of Agile Broadcast Pty Ltd and may not be copied or transferred to other parties without written consent.
11. Confidentiality. Agile Broadcast Pty Ltd and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, confidential information means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by Agile Broadcast Pty Ltd or the Customer.
12. Termination. In the event of a customer becoming insolvent, bankrupt or placed into receivership, Agile Broadcast Pty Ltd reserves the right, without prejudice, to immediately cease provision of services ordered and recover possession of any goods for which payment has not been made.
13. Cancellation. Cancellation of orders for goods will be subject to a restocking fee 20% of the sale price. Additional cancellation charges may be assessed, in certain circumstances.
14. Force Majeure. Agile Broadcast Pty Ltd will make every effort to carry out works as contracted by the customer and shall not be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, drought, earthquake, storm, hurricane or other natural disaster), war, invasion, hostilities (whether war is declared or not), terrorist activities, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telecommunications services.