Your Security Online supplies certain goods and components relevant to CCTV Cameras, Alarm and Security Systems.
The Buyer wishes to purchase Products from time to time from Your Security Online and agrees to the conditions listed in the Ordering Options, Payment Options and Delivery and Warranty areas listed above.
This is a master agreement governing the terms and conditions of all sales of goods by Your Security Online to the Buyer.
Operative Provisions
1. Definitions and Interpretations
1.1 "Your Security Online" means T&L Enterprises as trustee for the Barker Family Trust Trading as Your Security Online, its successors and assigns.
"Buyer" means the party referred to in the schedule and its successors, administrators and controllers in the case of a company and its executors, administrators and trustees in the case of an individual.
"GST" means a goods and services tax, value added tax and any similar tax.
"Intellectual Property" means all forms of intellectual property including patents, petty patents, patentable inventions, know-how, trade marks (whether registered or unregistered), copyright, registered and registrable designs, confidential information, circuit layout rights, applications for registration of any of the foregoing and rights to apply for registration of any of the foregoing.
"Invoice" means an invoice supplied by Your Security Online to the Buyer in respect of Products supplied by Your Security Online to the Buyer.
"Price" means the amount payable by the Buyer to Your Security Online for Products as specified by Your Security Online from time to time, not including any tax or duty (including GST) unless expressly stated to do so by Your Security Online.
"Products" means goods sold by Your Security Online to the Buyer.
"Specified Period" means the period of 30 days from the date of the relevant Invoice unless otherwise specified by Your Security Online.
1.2 Singular includes the plural and one gender refers to all genders. Your Security Online will not be deemed to have waived any right or remedy unless it has done so in writing. This is the entire agreement between the parties and no prior agreement, correspondence or discussion is binding. This agreement is created, and will be performed and enforced under the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that state.
2. Application and Term
2.1 The terms and conditions contained in this agreement will apply:-
a) to all sales of Products by Your Security Online to the Buyer on and from the date of this agreement; and
b) and prevail over any purchase orders or other terms or conditions proffered by the Buyer, unless Your Security Online otherwise agrees in writing.
2.2 This agreement will commence on the date hereof and will remain binding and endure until such time as it is terminated in accordance with the terms hereof.
3. Orders; Acceptance, Variation and Cancellation of Orders
3.1 The Buyer will submit orders for Products to Your Security Online in such manner and format as Your Security Online may specify from time to time. Orders must contain a reference to the quantity and type of Products required and the address to which the Products are to be delivered. Orders must contain a statement by the Buyer to the effect that the order is made subject to the terms and conditions of this agreement.
3.2 Any order made by the Buyer will be deemed to have been accepted by Your Security Online only on delivery of the Products or by Your Security Online otherwise accepting such orders in writing, whichever shall be the earlier.
3.3 Once an order has been accepted by Your Security Online, such order may be varied or cancelled by the Buyer only if such variation or cancellation is accepted by Your Security Online in writing. The Buyer will indemnify Your Security Online in respect of all costs and any loss incurred by Your Security Online directly or indirectly as a result of such variation or cancellation.
4. Price
4.1 Unless otherwise agreed in writing by Your Security Online, the Price quoted by Your Security Online from time to time is the net Price of the Product only, excluding all costs of delivery, storage and all taxes, duties and imposts, including customs duty and GST.
4.2 All taxes, duties, imposts, including customs duty and GST will be paid by the Buyer, and if paid by Your Security Online, will be reimbursed by the Buyer on demand.
5. GST
5.1 All payments or other consideration to be paid by the Buyer pursuant to this agreement are calculated or provided for exclusive of GST 6.2 Your Security Online recovers all GST it is or may be liable to pay.
6. Payment
6.1 The Buyer will pay the Price and all other monies owing to Your Security Online as set out in any Invoice within the Specified Period.
6.2 Payment will be deemed to have been made when cash has been received by Your Security Online or cheques have been met or honoured in full.
6.3 The Buyer may not make or claim any set-off or compromise in respect of any amount owing to Your Security Online under this agreement.
6.4 If Your Security Online omits any amount required to be paid by the Buyer under this agreement from an Invoice, Your Security Online may render a supplementary Invoice covering the omitted item(s) or a replacement Invoice in its discretion.
6.5 The Buyer will pay the Price and all other monies owing to Your Security Online in such manner, at such place and by such method as Your Security Online may require from time to time.
6.6 If the Buyer fails to pay any monies owing under this agreement to Your Security Online by the due date for payment thereof, without prejudice to any other right or remedy which Your Security Online may have (including the right to terminate this agreement):-
a) at the option of Your Security Online, Your Security Online may suspend the sale and delivery of Products to the Buyer until such time as full payment is made by the Buyer or this agreement is terminated.
7. Reservation of Title
7.1 The full legal and equitable title of all Products supplied to the Buyer will be retained by Your Security Online and will only be transferred to the Buyer when all monies owing under or in respect of this agreement have been paid in full.
8. Risk
8.1 The risk in the Products will pass to the Buyer immediately the Products cease to be in the possession of Your Security Online (ie, usually upon a carrier taking possession of them).
9. Termination
9.1 Your Security Online may at its option immediately terminate this agreement if:-
a) the Buyer shall fail to make payment for any Products within the Specified Period or shall fail to pay any other sum owing to Your Security Online on the due date for payment.
9.2 Termination of this agreement by Your Security Online shall not extinguish any accrued rights which Your Security Online may have under this agreement and in particular without limiting the generality of the foregoing, rights which Your Security Online may have under clause 8 of this agreement.
10. Intellectual Property
10.1 The Buyer acknowledges and agrees that it acquires no Intellectual Property in the Products or in any technical data, specifications, drawings, plans or operating manuals supplied by Your Security Online. The Buyer will not nor purport to assign, lease, license, mortgage, charge or apply for registration of any such Intellectual Property.
11. Return of Goods
11.1 Your Security Online must sight original invoice as evidence of purchase.
11.2 All returns must be 30 days from invoice date.
11.3 All goods must be "as new" with original packaging, instructions and manuals.
11.4 Your Security Online reserve the right to charge a restocking fee of 20%.
11.5 "Special Orders" - Products not usually carried by Your Security Online but requested by the customer cannot be returned for credit.
