Terms and Conditions
TERMS & CONDITIONS OF SALE - Equipment
These are the terms and conditions ("T&C") on which APAC Digital Dentistry (“we”, “us” and “our”) supplies equipment and services associated with the supply and installation of such equipment to its customers (“you” and “your”). We reserve the right to update these T&C from time to time. You agree to check that site from time to time and acknowledge and agree that you have been made aware of such updates and agree to be bound by them.
1 WHOLE AGREEMENT
1.1 The contract between us and you are wholly documented by our invoice for the Equipment and Services (“Invoice”) and these T&C (“the Contract”).
1.2 The Contract constitutes the whole of the agreement between you and us. All of the agreements and understandings between you and us are set out in the Contract and they supersede all prior agreements, understandings and statements, whether written or oral. Without limiting the generality of the foregoing, these T&C prevail over any terms and conditions contained in your Order or otherwise communicated, displayed or referenced by you and you agree that any such terms and conditions shall be of no legal force or effect.
2 GOVERNING LAW AND JURISDICTION
These T&C and each Contract shall be governed by the laws of the State of Queensland and the parties submit to the exclusive jurisdiction of the Courts of that State and of the Commonwealth of Australia (including any Courts having appellate jurisdiction) in respect of any dispute between them.
3 ORDER AND ACCEPTANCE
3.1 We will only be bound by the Contract after we receive payment in full for a confirmed order.
3.2 Subject to available production capacity and supply by the limitations of the manufacturers, we will use our commercially reasonable efforts to fulfil all accepted Orders.
The price charged for Equipment and Services will be as set out in a Current Quotation given to you for the Equipment and Services which will be set out in the Order Confirmation (“Price”). A Quotation is valid for 14 days.
5.1 Payment is due in full at the time the Order is placed.
5.2 We will provide a Tax Invoice to you on or before delivery of the Equipment.
5.3 All payments to us must be done without set-off, deduction or counterclaim.
6 DELIVERY & RISK
6.1 We will use our best endeavours to deliver the Equipment to you on the Required Delivery Date, however, we will not to the fullest extent permitted by law be responsible for any delay or failure to do so.
6.2 We will arrange transport of the Equipment to the delivery address set out in the Order.
6.3 Risk of damage to, or loss or theft of, or deterioration of, the Equipment (and the need to insure it) passes to you once the Equipment is delivered irrespective of whether the Equipment is installed or not.
7.1 If you notify us that you are not ready for the Equipment to be delivered on the Required Delivery Date then we will store the Equipment for you for up to 30 days at no cost to you.
7.2 If we store any Equipment for you for over 30 days then we may charge you a storage fee at our normal storage rate.
7.3 Risk of damage to, or loss or theft of, or deterioration of, the Equipment (and the need to insure it) passes to you once the Equipment is paid for irrespective of whether the Equipment is stored by us or not.
8.1 Only our authorised persons are to install the Equipment, unless we agree in writing to the contrary.
8.2 The cost of installation or any related compliance test is included in the Price of the Equipment unless it is specified in the Order and confirmed in our acceptance of the Order.
8.3 If we are to install the Equipment, then we will not be responsible for any costs or losses resulting from any delay in the installation.
8.4 Installation will be complete when the Equipment operates successfully using its standard test procedure and signed off by an authorised person.
8.5 It is your sole responsibility to ensure that the site and services (power, water, air, I.T. Systems and other external connections) are prepared to our specifications as required for the correct installation and operation of the Equipment. If the site and/or services do not meet the specifications to allow a safe and complete installation, then you will be liable for the additional costs arising from the delays and difficulties in the installation of the Equipment.
9 LIMITATION OF LIABILITY
9.1 In this clause 11, "ACL" means the Australian Consumer Law contained within the Competition and Consumer Act 2010 (Cth) and all equivalent State and Territory legislation.
9.2 To the fullest extent permitted by law, all warranties and conditions, whether express or implied (whether by statute, common law, equity, trade, custom, usage or otherwise), in relation to the supply by us of Equipment and Services to you are expressly excluded.
9.3 Any liability of us to you arising out of or relating to the supply of Equipment or Services to you, whether arising in contract, tort, equity, statute or otherwise, is in all cases (except for any liability for failure to comply with any of the guarantees under sections 51, 52 or 53 of the ACL) limited to:
(a) in the case of the supply of goods (within the meaning of the ACL), one or more of the following (at our election):
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods;
(iv) the payment of the cost of having the goods repaired;
(b) in the case of the supply of services (within the meaning of the ACL), one or more of the following (at our election):
(i) the supplying of the services again;
(ii) the payment of the cost of having the services supplied again.
9.4 Without limiting the generality of clauses 11.2 and 11.3, we are not (to the fullest extent permitted by law) responsible or liable for indirect, special or consequential damages arising out of or in connection with the use or performance of the Equipment or Services or other damage with respect to any economic loss, loss of property, loss of revenue or profit, loss of enjoyment or use, cost of removal, installation or other consequential damage of any nature.
9.5 For the avoidance of doubt, no provision of these T&C shall have effect as, or be taken to be, a term referred to in section 276A(4) of the ACL imposing on us a liability greater than that mentioned in section 276A(1) of the ACL in circumstances where section 276A(1) of the ACL operates to limit our liability under section 274 of the ACL.
10 FORCE MAJEURE
10.1 To the fullest extent permitted by law, we are not liable for failure to perform the Contract to the extent and for so long as our performance is prevented or delayed because of:
(i) circumstances outside our control;
(ii) failure of our machinery; or
(iii) failure of a supplier to us.
10.2 If our ability to fulfil an accepted order is affected by circumstances or events beyond our control we may:
(i) extend the date for delivery;
(ii) with your approval, alter the specifications for the Equipment to allow the substitution of equivalent equipment; or
(iii) cancel the Order without liability for the breach.
11.1 This Contract may only be varied if the variation is in writing and signed by us and you.
11.2 The sale to and purchase by you of the Equipment does not confer on you any licence or right under any copyright, patent, registered design, trademark, or any other intellectual property which is our property and you agree to conform to all reasonable requirements imposed by us with respect to trademarks or identification marks in respect of the Equipment.
11.3 You agree to consider all information furnished by us, including in the Order and the Invoice, to be confidential and will not disclose such information to any other person, or use such information by yourself for any purpose other than performing the Contract, unless you obtain written permission from us to do so. You agree to take every reasonable precaution to safeguard the confidentiality of such information, including restriction of access to such information, and to maintain all such information in a secure location. You agree not to advertise or publish the fact that you have contracted to purchase the Equipment from us, nor any information relating to the Contract be disclosed without our written permission.
11.4 You undertake that you comply with all applicable laws and regulations in order for you to execute, deliver and perform the Contract.
11.5 No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party. Our failure to enforce at any time or for any period of time any of the provisions of the Contract will not be considered to be a waiver of such provisions or of our right thereafter to enforce each and every such provision.
11.6 If any provision of these T&C is found to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.