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GENERAL TERMS AND CONDITIONS OF SALE


1. Intelligent Systems Australia Pty Ltd (hereunder referred to as "ISA") is a privately owned Australian Company.
2. These General Terms and Conditions of Sale (construed in accordance with the laws of the State of Victoria) shall apply to all product sales by ISA. No variation to these General Terms and Conditions of Sale which the Buyer seeks to introduce shall be effective unless expressly agreed by ISA in writing.

3. QUOTIONS: ORDERS
(a) All quotations given by ISA are subject to withdrawal or variation by ISA at any time prior to acceptance by ISA of the Buyer's order.
(b) No Buyer's order shall by binding on ISA until accepted by ISA. No provisions of the Buyer's order shall, where there is an inconsistency between them and these Terms and Conditions,
override the provisions of these Terms and Conditions.

4. PRICE
(a) The Buyer shall pay to ISA that price calculated in accordance with ISA's quotation, the Buyer's order and ISA acceptance of the order.
(b) ISA will invoice the Buyer upon delivery and the Buyer shall, unless terms of credit have been arranged expressly in writing, pay ISA at delivery.
(c) All prices quoted by ISA are ex ISA's warehouse

5. DELIVERIES
(a) The Buyer shall give delivery instruction in its order. ISA will arrange for delivery as nearly in accordance with Buyer's delivery instructions as possible. The costs incurred by ISA in freighting
product from its warehouse in accordance with the Buyer's delivery instructions shall be borne by the Buyer in addition to the price referred to in Clause 4 above. ISA reserves the right to select
the carrier and method of carriage, in all cases.
(b) Any times quoted by ISA for supply and delivery are estimates only. The Buyer shall not be relieved of any obligation to accept or pay for product by reason of any delay in supply or delivery.
(c) ISA reserves the right to supply or deliver by instalments, and each instalment shall be
deemed to by sold under a separate contract. Failure to supply or deliver any instalment shall not entitle the Buyer to repudiate the order.
(d) From the time of delivery to Buyer the risk of any loss or damage to or deterioration in product form whatever cause shall by borne by the Buyer, subject to the provisions of Clause 10.

6. LIMITATION OF LIABILITY
6.1 Subject only to any non-excludable provisions of the Australian Trade Practices Act 1974 or any similar State or Territory legislation in effect in the State or Territory in which the product is
sold by ISA to the Buyer:
(a) ISA gives no warranty whatsoever in relation to product sold by it to the Buyer, whether in regard to the quality of the product, fitness of the product sold for any particular purpose or the
compliance of the product sold with any description or sample produced by either party to the other at any time (whether prior to, at the time of or subsequent to the Buyer's placing of an order
for the product with ISA) or otherwise.
(b) The liability of ISA to the Buyer arising from the supply of product by ISA to the Buyer and from the agreement pursuant to which the product is so supplied shall, whether the liability
arises for breach of contract or at common law, including the law relating to negligence by ISA, or under statute or otherwise, be limited to the supply by ISA of replacement product at no
additional charge, or the refund of the price paid by the Buyer for the unit of product giving rise to the liability, whichever ISA shall deem appropriate. In no case shall ISA incur
liability for any indirect or consequential loss or damage suffered by the Buyer, including loss of profit damage to property or personal injury, arising from that supply or that agreement.
6.2 If the Australian Trade Practices Act 1974 or any similar State of Territory legislation implies conditions or warranties in relation to this Agreement which may not be excluded, then to the
extent lawfully permitted under Section 68A of the Australian Trade Practices Act 1974 or under the similar State or Territory legislation, ISA hereby limits its liability for any breach of those
conditions or warranties in the manner expressly set out in Section 68A or under similar State or Territory legislation.

7. LIENS
In addition to any lien to which ISA may by statute or otherwise be entitled, ISA shall, in the event of the Buyer's insolvency, bankruptcy or winding up, be entitled to a general lien on all
money, property or goods belonging to the Buyer then in ISA's possession to the extent of the unpaid price of any product sold to the Buyer by ISA

Intelligent Systems Australia Pty Ltd
PO BOX 635
Cockatoo VIC 3781
Tel: (03) 5968 0117 Fax: (03) 5968 0119

8. WAIVER
Failure by ISA to insist upon strict performance of any term or condition herein shall not be deemed a waiver thereof or of any
rights ISA may have and shall not be deemed a waiver thereof or of any subsequent breach of any term or condition.

9. TECHNICAL ASSISTANCE
Subject to Clauses 6.1 and 6.2, it is expressly agreed that if ISA provides to the Buyer technical advice or assistance, then no
liability for loss or damage suffered whether directly or indirectly by the Buyer in consequence of its reliance upon that technical advise
or assistance shall attach to ISA, whether that loss or damage arises for breach of contract or at common law, including the law
relating to negligence by ISA or under statute or otherwise, and whether arising directly, indirectly or consequentially.

10. PASSING OF TITLE
Subject to Clause 5(d) and 10(b), title and property in product delivered by ISA to the Buyer shall not pass to the Buyer until
payment in full for the product has been received by ISA. Until such payment has been received by ISA the Buyer shall old the product
as bailee for ISA.
(b) The Buyer may sell and deliver the product to a third party in the ordinary course of business, provided that should ISA so
require it then the Buyer will assign to ISA its rights in respect of the sale price therefore.
(c) The Buyer hereby grants ISA the right to bring legal proceedings in the name of the Buyer to recover moneys owing to
the Buyer for sale of the product by the Buyer. Any money recovered by ISA in such proceedings shall be retained by ISA to
the extent of the amount owing by the Buyer to ISA for product supplied, and the costs of the proceedings.

11. SOFTWARE PRODUCTS: PROPRIETARY RIGHTS
Where the product supplied by ISA to the Buyer is computer software, then:-
(a) ISA, in supplying the product is, or is acting as a licensee of, the manufacturer of the product, and
(b) The Buyer, in purchasing the product, acquires only ownership of the physical media upon which it is recorded (for example, a
diskette) and the right to use the product in the terms of the licence accompanying the product, but does not acquire ownership of the
intellectual property comprising the product, and
(c) The Buyer agrees to comply with all of the terms and conditions of the licence accompanying the product, and in particular those
relating to:
i) restriction upon copying of the product; and
ii) restriction upon the customer hardware upon which the product may be used, and
(d) If the Buyer is re-supplying the product, then it shall re-supply the product in the same packaging in which ISA supplies to it, it
shall ensure that end users of the product comply with the terms and conditions of the licence accompanying the product, and it will
notify ISA of any violation or threatened violation of the terms and condition of that licence.

12. PRODUCTS SUPPLIED FOR EVALUATION
(a) From time to time ISA may supply product to a party for evaluation by that party as to whether or not he or it will purchase the product.
(b) Where product is so supplied, then all of these General Terms and Condition of Sale shall apply as if the party receiving the
product had purchased the product save that the particular evaluation arrangements shall apply in lieu of the provisions of
Clause 4 (Price).
(c) In the case of product supplied for evaluation, Clause 4 shall take effect at the expiration of the period allowed for evaluation if
the product is not returned to ISA in accordance with Clause 12(d) within the period allowed for evaluation and the price for the
product shall be ISA's standard list retail price for the item of product supplied.
(d) Product supplied for evaluation may only be returned to ISA if:-
i) It is returned to ISA in perfect condition, and
ii) it is returned to ISA within the period

13. FORCE MAJEURE
ISA shall not be liable for any failure by it to perform this Agreement, or for any loss and damage suffered by the Buyer in
consequence thereof which failure arises from any cause whatsoever beyond the control of ISA, including (but not being
limited to) delays in shipping or wharf handling, accidents at sea, fire or other accident, strikes or other labour disputes, inability of
ISA's supplier to deliver materials or finished products, any computer virus introduced by a third party to the product supplied
by ISA to the Buyer, or any law, proclamation, regulation or ordinance or any government agency.

 

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