1. Definition of the Parties to the Camsure Sale and Delivery Terms
1.1 Camsure Security Group Pty Ltd ACN 606 109 139 (‘Camsure’) is the Seller of the goods and services to which these Camsure Sale and Delivery Terms [‘Terms’] apply. Camsure is referred to as ‘We’, ‘Us’ or ‘Our’ in these Terms.
1.2 These Terms apply to any purchase by any Buyer of goods or services offered for sale by Us. As the purchaser of goods or services, You may be referred to as variously: ‘Buyer’, ‘Purchaser’, ‘You’ ‘Your’ or ‘Yours’.
2. We urge You to read all the online documents which govern Your relationship with Us
We sell goods and services online via the Camsure Website www.comsure.com.au (‘Website’).
The documents mentioned in the prior paragraph are displayed on Our Website.
We strongly advise You to read all these documents. We advise further that it is in own Your best interest to read these documents. If You do not agree with the terms of these documents, please do not use Our Website.
3.1 These Terms will apply to any and all sales and purchase transactions in which We offer goods and services for sale and You purchase them.
3.2 Acceptance by Us of Your online or other purchase order or any other documents or action by You is made only on the express understanding and condition that these Terms and the other documents mentioned in paragraph 2 above will define and govern any rights and obligations in the parties with regard to the sale and purchase transaction between Us and You.
Any failure by Us to object to anything contained in any action, document or communication from You will not be deemed waiver of these Terms.
Without limiting the generality of the foregoing, any further terms or conditions contained in any document or form used by You or in any communication (whether, without limitation, written or oral, electronic or otherwise) between the parties that are inconsistent with, or are not included within, these Terms or the above documents will be of no force or effect, unless signed by an authorised officer of each party.
3.3 Any changes in these Terms must be specifically agreed to in writing by an authorised officer of Camsure before becoming binding on Us.
4.1 The prices of the products, goods services are those specified on Our invoice issued in any form.
Pricing for undelivered product or goods may be increased in the event of any increase in Our cost, change in market conditions or any other causes which are beyond Our reasonable control.
4.2 Prices of goods sold online or otherwise do not include installation and are exclusive of GST and any other taxes or duties. Unless otherwise agreed to in writing by Us, all prices are exclusive of transportation and insurance costs. You agree to pay any such costs together with taxes, duties etc unless You have provided Us with evidence that You or the particular transaction between You and Us is otherwise exempt from these taxes or duties. You agree to indemnify and hold Us harmless for any liability for any ancilliary cost, duty or tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes will appear as separate items on Our invoice.
5.1 Payment must be made online for the price(s) specified in Our invoice and via credit cards acceptable to Us, electronic funds transfer acceptable to Us or vis PayPal. Payments in any form must be made in full and You must not withhold or delay payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim which the You might have or allege to have for any reason whatsoever.
5.2 Interest will accrue on and from the date of Our invoice until the date of payment of the full invoice amount plus any accrued interest. Interest will be applied on and from the date of Our invoice and without any notice of default or any further notice to You at all. Interest will accrue at the current rate published from time to time pursuant to the Penalty Interest Rates Act 1983 (Victoria).
5.3 Should payment terms be agreed between us and You, any overdue invoice not paid within 14 days following its due date, will cause the entire outstanding payment amount to become due for immediate payment, and interest will be calculated and payable as in Section 5.2 above.
5.4 If You fail to make payment for goods or services as herein provided; or if, in Our opinion, a change has occurred in Your financial position; or, other circumstances have created reasonable concerns as to Your credit worthiness, We reserve the right to carry out a credit check against You prior to acceptance by Us of any purchase order from You. Alternatively We may, at any time and without giving a reason, request (additional) guarantees or may demand prepayment before delivery of any part of the goods or services.
5.5 We reserve the right to establish or change (or both) credit and payment terms extended to You when, in Our sole and unfettered discretion. Further, if Your invoice payments are in arrears at any time, We will not be obliged to continue performance of (and You will release Us from) any agreement with You, and we may plead this clause in evidence so as to bar any action by You or arising from action by You founded on that agreement.
5.6 If We believe in good faith that Your ability to make payments may be impaired or if You
fail to pay any invoice when due, We may suspend delivery of any order or any remaining balance of it until such payment is made or, alternatively (at Our unfettered discretion) cancel any order or any remaining balance thereof, and You will remain nevertheless liable to pay for any products or goods (or both) already shipped.
5.7 We retain Title in the products delivered to You. If You fail to pay any amount when due, We will have the right to enter on to Your property or premises to remove and repossess any product for which you have not paid. No claim or action based in trespass may be raised by You for our actions in entering onto your property or premises to remove or repossess Our products for which you have not paid. Our entry on to you property or premises will be without prejudice to Our other rights under the Law or these Terms.
6. Delivery & Title
6.1 The goods will be delivered to You by the methods listed or chosen on Our Website, unless previously otherwise agreed in writing by You and Us.
6.2 Title in the goods will not pass to You until We have received payment in full of any and all amounts owed by You with respect to such goods which have been delivered to You, together with any such amounts payable in respect of related services and delivery costs, taxes or duties payable by You pursuant to these Terms or any other agreement. As long as the Title in the goods has not passed to You, You must not encumber them, on- sell them to others or dispose of them in any other manner.
6.3 For as long as payment is overdue for all or part of a certain shipment, You will, if requested by Us, return the shipment to Us. If You refuse to return the shipment when so requested:
6.3.1 We will be entitled at any time to recover possession of the shipment from You; and,
6.3.2 Our duly authorised agent is hereby irrevocably authorized by You to enter into Your premises during normal business hours to take possession of any goods shipped to You.
7.1 You acknowledge that any delivery timetable provided by is only an estimation of the delivery date. We try to adhere to estimated delivery dates, but We will not be liable to You for failure on Our part to meet any estimated delivery date or for, without limitation, any costs, expenses, fines, penalties, loss or cost or other outcome which may result to You from Us not achieving Our stated, estimated delivery timetable or delivery date. If goods are lost or perish or deteriorate while in the custody of the carrier, We will nevertheless be deemed to have performed Our obligations in full.
7.2 Any delivery date delay or any change in Our estimated delivery date resulting from Your acts or negligence may be subject to a price adjustment. If a delivery is delayed at Your request by more than one month, after We have notified You that the goods or services are ready to be dispatched, We may charge You a holding cost in the amount of 0.5% of the purchase price of the good or service for each stated month of delay up to a maximum of 5% of the total purchase price. If You fail to pick up the goods or use a service within two (2) months after notification, We will be free to sell the goods or services to others without any indemnity.
8.1 You will notify Us promptly in writing upon receiving any goods which You allege are defective in any way including: without limitation, quantity shortage, incorrect product, visible defects or operational faults no later than five (5) days from the delivery date.
8.2 No return of goods will be accepted by Us without Our prior arrangement and authorisation. Returned goods must be in original manufacturer’s shipping cartons complete with all packing materials.
8.3 In the event that You fail to inspect the goods or do not notify Us in writing of any alleged defects within five (5) days of the delivery date, the goods (or services) will be deemed to have been delivered to You in acceptable condition, of acceptable quality and in the correct quantity and form. At that time, Your only recourse or remedy for non-conforming or defective goods will be Our standard warranty as provided for in clause 10.3 or recourse to the Consumer Law.
We reserve the right to change, without notice, the specifications of Our goods or services (including all statements and data appearing in Our catalogues, data sheets and advertisements), but, in any event, the goods (or services) will conform in all material respects with the specification of the good (or service) at the time that Our contract with You is made. We will publish any modified specifications on Our website. If such changes to specifications are made, We will have no obligation to provide the change on goods You have previously purchased.
10.1 We warrant to You that:
10.1.1 Goods (and services) delivered by Us pursuant to these Terms will at the time of delivery conform, in all material respects, to the specifications agreed upon between the parties for a period of twenty four (24) months from date of which the good was manufactured.
10.1.2 Subject to these Terms, Title to the goods will be free and clear of third party industrial property rights.
10.2 We give no warranty or guarantee whatsoever with respect to sales or orders through unauthorised sellers and which might have been obtained by You from or through any other person, supplier or re-seller. Such goods obtained by You in any such manner are purchased or obtained by You inclusive of all visible and hidden defects.
10.3 Our sole and maximum liability for breach of Our warranties herein for defective goods or failure to meet the applicable specifications or quality levels is limited to the obligation, at Our sole discretion, to either repair or replace the defective goods or credit Your account with the purchase price of the goods concerned, provided that:
10.3.1 We are notified in writing by You within five (5) business days after discovery of a hidden or other defect or failure to meet the specifications or quality levels;
10.3.2 the defective goods are returned to Us, transportation charges having been prepaid by You. However, if upon examination by Us, We determine that You are entitled to the benefit of this warranty, We will be responsible for all transportation charges to and from Us;
10.3.3 the defective goods are received by Us no later than four (4) weeks following the last day of the warranty period;
10.3.4 Our examination of such goods will conclude that such defects or failures have not been caused by misuse, abuse, neglect, improper installation or application, repair, alteration, damage by water, fire, casualty or by accident or negligence in Us, storage, transportation or handling, or by non compatibility with other components used by You; or by power surges or failures, or other events beyond Our control; and
10.3.5 You did not request a third party to repair or replace the defective or non-conforming goods without Our authorisation.
10.3.6 any trade marks or labels on the goods have not been removed or mutilated.
10.3.7 We are satisfied that You purchased the goods from Us.
10.4 In the event that any of the conditions mentioned in clause 10.3. is not met, We will have no liability whatsoever under this warranty.
10.5 Our obligation to honour this warranty is contingent upon Us receiving of prior payment in full for the goods covered by this warranty.
10.6 Disclaimer of warranties: All warranties and representations, and implied warranties for hidden defects, merchantability or fitness for a particular purpose, whether oral or in writing and whether express or implied, either by operation of law, statute or otherwise, other than those set forth in this Agreement, are excluded to the maximum extent permitted by the Law.
10.7 The provisions of this clause 10 are Our only liability and Your exclusive remedy for any claim, whether arising in tort, contract or for breach of warranty.
10.8 You will NOT in any event be entitled to, and We WILL NOT be liable for indirect, special, incidental or consequential damages of any nature, including, without limitation: Business interruption costs, removal or reinstallation costs (or both), reprocurement costs, loss of profit or revenue, loss of data, promotional or manufacturing expenses, overheads, injury to reputation or loss of custom, even if We have been advised of the possibility of such damage. Your recovery from Us for any claim will not exceed Your purchase price for the goods and services which gave rise to that claim, irrespective of the nature of the claim, whether in Contract, Tort, Warranty or otherwise. We will not be liable for, and You will indemnify, defend and hold Us harmless from any claims based on Our compliance with Your designs, specifications or instructions, or modifications of any goods (or associated services) by parties other than Us, or used in combination with other products, goods or services. If, for any reason, the foregoing limitations are found by an arbitrator or a Court of competent jurisdiction to be invalid or inapplicable under any Law, You agree that Our total liability for all damages, losses or causes of action of any kind or nature will be limited to actual direct damages, without regard to any indirect or punitive or exemplary damages provided by any such applicable Law.
10.9 You acknowledges that this Agreement was entered into at arms length and that it was not fraudulently induced to enter into this Agreement, in whole or any part, and You explicitly disclaim and waives any claim with respect thereto.
11. Intellectual Property Rights
11.1 Goods sold pursuant to these Terms are protected by the manufacturer’s intellectual property rights anywhere in the world, including, but not limited to, rights under issued and pending patents, issued and pending model and design rights, copyright rights, issued and pending trademark rights, database rights, rights on semi-conductors and know-how rights. Nothing in these Terms is intended to confer on Us, You or third parties any rights or interests therein.
11.2 You further agrees to use and respect all appropriate copyright and proprietary notices and markings on all goods delivered hereunder regardless of their intended use, and will ensure that such notices and markings remain in place upon delivery.
12. Force Majeure
12.1 Wewill not be liable for delay in performance or failure to perform in whole or in part these Terms due to causes beyond Our reasonable control, including, without limitation, strike, labour dispute (whether or not in relation to one of the parties workforce), shortages of material, war, acts of terrorism, riot or civil commotion, acts of the public enemy, insurrection, sabotage, or fire, flood or other acts of God.
12.2 The period for performance for the party affected by such a cause will be extended by the duration of the condition, provided, however, if any such delay will continue for more than three consecutive (3) months, either party may terminate the sale or purchase accordance with clause 19.3, without liability.
13. Assignment & Subcontracting
13.1 We may assign any and all of Our rights and obligations in these Terms to a purchaser t upon sale of the Camsure business or Camsure itself.
13.2 Wemay subcontract any part of the services to be provided pursuant to these Terms.
You acknowledge and agree that any goods sold to You by Us are used in your premises and by You at Your sole risk and that You are solely responsible for assessing the suitability of Our goods for Your purpose and for the manner and place in which You might use them. You agree that We are not and will not be liable, in whole or in part, for any claim or damage arising from Your use of Our supplied goods for the purpose and in the manner and place in which You use them. You agree to indemnify, defend and hold Us harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use.
15. Currency of these Terms
15.1 These Terms are effective immediately and will continue to be effective unless altered in writing by Us, or until ended in accordance with this clause 15.
15.2 If the commencement of these Terms relates to a one time, non-recurrent delivery of goods or services, the Terms will end after the goods or services have been delivered, accepted and paid for in Full, EXCEPT THAT any part of these Terms, such as, without necessary limitation: Clauses 8, 10, 11, 14 and which is capable of continued operation after the end, will not merge and will continue to operate.
15.3 Either We or You may terminate this Agreement or any purchase order immediately upon notice in writing:
15.3.1 If the other has a receiver or an administrative receiver appointed over it, or, over any part of its undertakings or assets; or, passes a resolution for winding up; or, a Court makes an order to that effect; or, if the other enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business; or
15.3.2 In the event of a force majeure event as provided for in clause 12.1, which has application to all goods or services and which subsists for a period exceeding three (3) consecutive months.
15.4 We may terminate these Terms or the relevant purchase order without further obligation or liability in Us on five (5) business days’ notice if You fail to make any payment, when due, in accordance with the terms of these Terms
15.5 Clauses 1, 8.1, 9, 10, 11, 12, 14, 15, 16, 17, 18, 21, 22 and 23 of these terms and conditions will survive the termination or expiration of the Agreement.
No cancellations of orders by You will be accepted.
17. Applicable Law
These transactions between Us and You and these Terms, will be governed by the law of the State of Victoria in Australia.
18.1 Any notice to be given under these Terms will be given in writing and may be hand-delivered (including delivery by courier) or sent by fax transmission or email to the receiving party’s nominated fax number or email address or such other address or number as may be notified by that party from time to time for this purpose.
18.2 Unless the contrary will be proved, notice will be deemed to have been given, if by hand delivery (including courier) during working hours on a working day, when left at the relevant address, and otherwise on the next working day after delivery, and if by email or fax during working hours on a working day, when transmitted, and otherwise on the next working day after transmission.
19.1 Severability. If any provision of the Agreement, including any limitation of warranty or liability, is held by a Court or any governmental agency or authority to be invalid, void or unenforceable, the remainder of these Terms will nevertheless remain legal, valid, and enforceable.
19.2 No Waiver. Failure or delay by either party to exercise or enforce any right conferred by this Agreement, including Our right to deliver invoices in accordance with clause 3, will not be deemed to be a waiver of any such right.
19.3 Relationship. Nothing in theses Terms and no action taken by the parties pursuant to them will constitute or be deemed to constitute between the parties a partnership, agency, association, joint venture or other cooperative entity.
19.4 Variation. The Agreement will be modified only by the written agreement of the parties represented by duly authorized officers.
19.5 Entire Agreement. This Agreement sets out the entire and exclusive agreement between Us and You and, as the case may be, supersedes all prior proposals, representations, agreements or understandings concerning the subject matter addressed herein. Notwithstanding the above, in the event that a specific agreement is signed between Us and You, the terms hereof will be complementary to the terms of such agreement and in the event of any discrepancies between the two, these Terms will prevail.
19.6 Translations. These Terms are in the English language. If the parties (or any of them) make a translation of these Terms into another language, any such translation will be for information purposes only and the English version will apply in case of discrepancies or in case of inconsistency between the two versions.