Customer Terms ("Terms")
These Terms and any document(s) referred to in them constitute the entire agreement about ComputerWerx supply of the Products and services to Customer and supersede all prior understandings, arrangements and agreements.
Words with special meanings are defined in clause 1. A reference in these Terms to:
  a. the singular includes the plural and vice versa;
  b. the word "including" means "including, but not limited to," and the word "includes"     means "includes, without limitation,";
  c. A reference to a gender includes all genders; and
  d. A reference to a person (including a party) includes an individual, company, other body     corporate, partnership, firm, joint venture, or a trust.
1. Definitions
In these Terms:
"Customer" means the person, business or company that is the purchaser of the Products;

"Products" means any products (including software and service rendered) supplied to Customer by ComputerWerx and described in ComputerWerx’s invoice;

"Sales Contract" means any sales contract or distribution agreement entered into by Customer and ComputerWerx in respect of the Products and services supplied to Customer in which these Terms are deemed to be incorporated; and

"ComputerWerx" means ComputerWerx Pty Limited (ABN: 82 111 708 448).

2. Orders
  a. the singular includes the plural and vice versa;
  i. must be made in accordance with ComputerWerx order policy as amended by          ComputerWerx from time to time; and
  ii. are subject to acceptance by ComputerWerx, and no order will be deemed to have     been accepted by ComputerWerx unless Products are supplied or a back-order or     delivery delay is confirmed in writing by an authorised representative of     ComputerWerx to Customer.
  b. ComputerWerx may reject any order placed by Customer if there is an insufficient     supply of Products which prevents ComputerWerx from being able to fulfil such order.
  c. ComputerWerx will not be bound by any terms attaching to Customer's order and,     unless those terms are expressly agreed to in writing by an authorised representative of     ComputerWerx, Customer agrees that those terms are hereby excluded.
 
3.  Payment
  a. The price of the Products will be ComputerWerx quoted price.
  b. Payment is required prior to delivery of the Products to Customer unless agreed otherwise     in writing by an authorised officer of ComputerWerx. If Customer fails to make payment in     accordance with this clause 3(b) after demand for payment by ComputerWerx, all     amounts owing by Customer to ComputerWerx on any account will immediately become     due and payable.
  c. ComputerWerx may, in its sole discretion:
 
  i. suspend the provision of credit to Customer until all amounts owing are paid for in    full;and
  ii. from time to time and at any time, vary or cancel any credit facility it makes     available to Customer.
  d. Customer will be liable to pay interest on any overdue amount at the monthly rate of 2%.     Interest will accrue daily from the date payment became overdue until ComputerWerx has     received payment of the overdue amount, together with any interest accrued.
 

e. Unless stated otherwise in these Terms (or in writing by ComputerWerx authorised     representative), all prices quoted for Products are exclusive of all taxes, handling, delivery,     agents' charges and any other charge, duty or impost. Customer must pay     ComputerWerx, on demand, any tax (other than income tax) payable under these Terms,     any matter or thing done under these Terms or any payment, receipt or other transaction     contemplated by these Terms, including any goods and services or value-added tax,     customs duty, sales tax, excise duty, stamp duty, other duty, governmental charge, fee,     levy or impost, together with any fine, penalty or interest payable because of a default by     Customer.
 
f. Customer must pay to ComputerWerx any amount. Customer must pay under clause 3(f)     in full, despite any right of set-off that Customer may have.
  g. Any amounts paid to ComputerWerx by Customer under this clause 3 must leave in the     hands of ComputerWerx following payment of any relevant tax or other amount, the same     amount, whether the tax or other amount is payable or not.
 
4. Delivery
Delivery times advised to Customer are estimates only and ComputerWerx will not be liable for any loss, damage or delay suffered or incurred by Customer or its customers arising from late or non-delivery of the Products.
 
5. Part deliveries
ComputerWerx may make part deliveries of any order, and each part delivery will constitute a separate supply of the Products upon these Terms.
 
6. Software
  a. To the extent that a Product supplied under these Terms is a software Product then, in     addition to these Terms, that Product will be supplied subject to the terms and conditions     of the relevant licence agreement applicable to it.
  b. Software licence agreements may be packaged with the software, may be separately     provided to Customer for execution or may require on-screen acceptance by Customer.     Customer agrees to use the software Product in accordance with the terms and conditions     of the relevant licence agreement.
  c. Where the term "supply" is used in these Terms to refer to a software Product, such term     means the sale and purchase of the licence to use that software Product.
 
7. Inspection and acceptance
Customer must:
  a. in the case of all Products ordered (other than software Products), inspect such Products     upon delivery to Customer's premises; or,
  b. in the case of software Products, test or inspect such software Products upon those     Products being authorised by ComputerWerx for downloading by Customer, and must,     within 7 days of delivery or downloading (as the case may be), give written notice to     ComputerWerx of any matter or thing by which Customer alleges that the Products do not     accord with Customer's order. Failing such notice and to the extent permitted by law, the     Products will be deemed to have been accepted by Customer.
 
8. Title and risk
  a. Products supplied by ComputerWerx to Customer will be at Customer's risk immediately     upon:
  i. delivery of the Products to the Customer, Customer's agent or into the Customer's    custody or control; or
  ii. collection of the Products by the Customer's nominated carrier or agent.
  b. Customer must:
  i. effect and maintain with a reputable insurance company insurance for the Products, at    its cost, against all risks as it thinks appropriate;
  ii. note the interest of ComputerWerx on the insurance policy; and
  iii. produce a certificate of currency of the insurance effected by Customer under this clause 8(b) to ComputerWerx, upon request.
  c. Risk in the Products will remain with Customer at all times unless ComputerWerx retakes     possession of the Products in accordance with clause 8(f) (ii).
  d. Title in the Products supplied by ComputerWerx to Customer will not pass to Customer     and will remain the absolute property of ComputerWerx until such time as ComputerWerx     has been paid by Customer all monies due and owing to it by the Customer in relation to     any account. Title to those Products which are software remains with ComputerWerx     and/or the applicable third party licensor(s) at all times.
  e. Until the Products have been paid for:
  f. Customer must properly segregate and store the Products in such manner as to clearly    indicate that they are the property of ComputerWerx; and
  g. Customer may sell the Products and shall keep records of the Products in the ordinary     course of its business as fiduciary agent for ComputerWerx and Customer agrees to     deposit all proceeds of any such sale (including any proceeds received from any insurance     claims) in a separate bank account and agrees not to mix the proceeds with any other     monies and hold the monies on trust for ComputerWerx and shall immediately account for     such proceeds to ComputerWerx.
  h. If Customer has breached these Terms or the terms of any relevant Sales Contract,     Customer authorises ComputerWerx, at any time, to enter onto any premises upon which     ComputerWerx Products are stored to enable ComputerWerx to:
  i. inspect the Products; and/or
  j. reclaim the Products.
  k. If Customer sells, disposes of or otherwise deals with Products or any part thereof before     full payment has been received by ComputerWerx, Customer must advise ComputerWerx     in writing, at such times as ComputerWerx may request, specifying full details of the     Products sold, disposed of, utilised or otherwise dealt with.
  l. Customer acknowledges that in the case of software Products, any refusal or failure to pay    may result in cancellation of the licence to use the software Product.
  m. Customer agrees that the provisions of this clause 8 apply despite any arrangement     under which ComputerWerx grants credit to Customer.
 
9. Returns
  a. Customer must notify ComputerWerx in writing of any Products it wishes to return within     30 days from the date of the invoice relating to those Products.
  b. Returns will be subject to ComputerWerx returns policy as advised to Customer and     amended by ComputerWerx from time to time.
  c. Each claim for the return of Products by Customer will be dealt with in accordance with     the Returns Policy. Any substitute Products to be shipped to Customer in accordance     with the Returns Policy will be sent by ComputerWerx to Customer by ordinary freight     pre-paid.
  d. ComputerWerx will not be liable for any damage or defects in the Products that have been     caused by the improper storage, warehousing or transport, or by any neglect, abuse or     improper use, installation, maintenance or unauthorised repair of ComputerWerx Products.
  e. The provisions of this clause 9 do not extend to any Products which have been added to,     varied, or otherwise modified by, any person other than ComputerWerx.
 
10. Force majeure
If the performance of ComputerWerx obligations under these Terms or any relevant Sales Contract is prevented, restricted or affected by force majeure including strike, lock out, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond the reasonable control of ComputerWerx, ComputerWerx will give notice of such cause to Customer and after 60 days from the receipt by Customer of such notice, either party may terminate the relevant Sales Contract without penalty.
 
11. Customer's cancellation
  a. Unless otherwise agreed in writing by an authorised officer of ComputerWerx, Customer     may not cancel an order which has been accepted by ComputerWerx.
  b. If Customer's right of cancellation is agreed to by an authorised officer of ComputerWerx     in writing, the right must be exercised by notice in writing from Customer to     ComputerWerx not later than 7 days before the estimated date of shipment by the     manufacturer or ComputerWerx (as the case may be). Unless otherwise agreed between     Customer and ComputerWerx, upon cancellation prior to shipment, any deposit paid by     Customer will be forfeited to ComputerWerx.
 
12. Default of Customer
  a. Without prejudice to any of ComputerWerx other rights under these Terms, if Customer     fails to make any payment due to ComputerWerx under these Terms, ComputerWerx     may, in its sole discretion, and without further liability to Customer:
  i. refuse to make further supplies to Customer under the relevant Sales Contract; and/or
  ii. terminate the Sales Contract without notice.
  b. The Customer agrees that these Terms shall give rise to an interest in land thereby     enabling ComputerWerx to lodge a caveat against the title to any land owned partly or     wholly by the Customer, in order to protect and secure the interests of ComputerWerx     under these Terms and under any Sales Contract.
  c. In the event that ComputerWerx lodges a caveat against any land owned partly or wholly     by the Customer, the Customer hereby irrevocably agrees to endorse its consent upon     any relevant forms or documents to enable the lodgement and timely registration of any     such caveat by ComputerWerx.
 
13. Warranty
  a. ComputerWerx will notify Customer of any applicable manufacturers' warranty in relation     to the Products. To the extent permitted by law, ComputerWerx entire responsibility with     respect to warranties for the Products is to pass on to Customer the benefit of any such     warranties. Subject to clause 14(c), software Products are not warranted under these     Terms. Such software Products are warranted in accordance with the relevant licence     agreements that govern their use.
  b. To the extent permitted by law, the manufacturers' warranties referred to in clause 14(a)     are in substitution for all other terms, conditions and warranties, whether implied by     statute or otherwise (including implied warranties with respect to merchantability and     fitness for purpose) and all such terms, conditions and warranties are expressly excluded.
  c. Certain legislation may imply warranties or conditions or impose obligations upon     ComputerWerx which cannot be excluded, restricted or modified or cannot be excluded,     restricted or modified except to a limited extent. These Terms must be read subject to     those statutory provisions. If those statutory provisions apply, to the extent to which     ComputerWerx is able to do so, its liability will be limited, at its option, to:
 
  i. in the case of products: the replacement of the products or resupply of equivalent    products; repair of the products; payment of the cost of replacing the products or    acquiring equivalent products; or the payment of the cost of having the products    repaired; and
  ii. in the case of services: the supply of the services again; or the payment of the cost of    having the services supplied again.
 
14. Liability
  a. To the extent permitted by law, ComputerWerx will not be liable to Customer or any other     person under any circumstances for any loss of use, profit, revenue, interest, goodwill or     data, or for any injury or death to any person, or for any indirect, incidental or     consequential damages sustained or incurred by Customer, whether such liability arises     directly or indirectly as a result of:
  i. any negligent act or omission or wilful misconduct of ComputerWerx or its employees    or agents;
  ii. the supply, performance or use of any Products or services; or
  iii. any breach by ComputerWerx of its obligations under these Terms or any relevant    Sales Contract.
  b. ComputerWerx does not warrant that repair facilities or parts will be available in respect of     any of the Products.
 
15. Credit assessment
If any Products are supplied to Customer on credit, ComputerWerx may need to disclose to a credit reporting agency certain information referred to in clause 16(c) about Customer
when assessing Customer's application for credit and managing Customer's account with ComputerWerx. Customer authorises ComputerWerx to disclose such information to a credit reporting agency for these purposes.
  a. Subject to ComputerWerx obligations under the Privacy Act 1988 (Cth) as amended and     any other applicable laws, ComputerWerx may provide the information referred to in     clause 16(c) to a credit reporting agency to obtain a consumer credit report about     Customer or to allow the credit reporting agency to create or maintain a credit information     file about Customer. Customer agrees that ComputerWerx may disclose a credit report     about it to any credit provider, debt collecting agency or ComputerWerx insurers for the     purposes of assessing Customer's creditworthiness or to collect any overdue payments     (as the case may be).
  b. ComputerWerx may disclose the following information relating to Customer in accordance     with clauses 16(a) and (b):
 
  i. Customer's name and address;
  ii.credit limits on Customer's accounts;
  iii. the amount of any payments which are overdue for at least 60 days;
  iv. where an overdue payment has been previously reported, advice that the payment is    no longer overdue;
  v. Any method of payment including, but not limited to, cheques, electronic funds    transfer, Bpay, credit card payments which have been dishonoured;
  vi. information that, in the opinion of ComputerWerx, Customer has committed a serious    credit infringement; and
  vii. information that ComputerWerx has ceased to supply the Products and services to    Customer.
  c. Customer agrees that ComputerWerx may obtain information about Customer from any     business which provides information about the commercial creditworthiness of persons for     the purposes of assessing Customer's application to purchase the Products on credit and     collecting any overdue amounts.
  d. ComputerWerx may refuse to supply the Products to Customer on credit on the basis of     ComputerWerx credit assessment of Customer.
 
16. Privacy
  a. Customer agrees to ComputerWerx collecting, using and disclosing information about     Customer of the kind referred to in clause 16(c) for various purposes, including to:
  i. assess creditworthiness as outlined in clause 16;
  ii. supply the Products and services to Customer and the management of Customer's    account;
  iii. communicate with Customer about the Products and services which ComputerWerx    or its partners or affiliates may provide to Customer;
  iv. implement these Terms and any Sales Contract; and
  v. comply with relevant laws.
  b. ComputerWerx, at the written request of Customer, will:
 
  i. provide Customer with access to any personal information relating to Customer held    by ComputerWerx; and
  ii. correct or amend any personal information relating to Customer held by    ComputerWerx which is inaccurate or out of date.
  c. ComputerWerx will handle Customer's personal information in accordance with relevant     laws
 
17. Intellectual property
  a. Customer acknowledges that:
  i. all trademarks, copyright and other intellectual property rights ("Intellectual Property")    embodied in or in connection with the Products and any related documentation, parts    or software are the sole property of ComputerWerx or its suppliers; and all Intellectual    Property of ComputerWerx or its suppliers may only be used by Customer with the    express written consent of ComputerWerx or its suppliers, during the continuance of    any relevant Sales Contract, and such consent extends only to use essential for the    purposes stated in it. Any licensing of Intellectual Property rights in any software    Products supplied to Customer will immediately cease upon expiry or termination of    the relevant licence agreement that governs their use
  b. Customer must not, during or after the expiry or termination of any relevant Sales     Contract, without the prior written consent of ComputerWerx or its suppliers, register or     use any trade marks, trade name, domain name, trading style or commercial designation     or design used by ComputerWerx or its suppliers in connection with the Products.
  c. Customer will indemnify ComputerWerx against all liabilities, damages, costs and     expenses which ComputerWerx may suffer or incur as a result of work done in     accordance with Customer's specifications or as a result of the combination or use of the     Products with other equipment, parts or software not supplied by ComputerWerx, and     which results in the infringement of any Intellectual Property of any person.
 
18. Confidentiality
  a. Customer acknowledges that ComputerWerx has disclosed and may from time to time     disclose to Customer certain confidential information and documentation of     ComputerWerx relating to the Products, their marketing, use, maintenance and software,     including technical specifications ("Confidential Information").
  b. Subject to clause 19(e), Customer must:
 
  i. only use the Confidential Information solely for the purposes contemplated under any    relevant Sales Contract; and
  ii. not, during the continuation of such Sales Contract or thereafter, disclose (whether    directly or indirectly) to any third party the Confidential Information, other than is    required to carry out such purposes.
  c. If disclosure of Confidential Information to third parties is necessary, Customer will obtain     from such third parties binding agreements to maintain in confidence the Confidential     Information disclosed at least to the same extent as Customer is bound to protect     ComputerWerx Confidential Information under this clause 19.
  d. Upon the expiry or termination of any relevant Sales Contract, Customer must cease to     use and must return or destroy (as ComputerWerx may instruct) ComputerWerx     Confidential Information in its possession or control.
  e. The provisions of this clause 19 do not extend to any information which is:
 
  i. at the time of disclosure, rightfully known to or in the possession or control of    Customer and which is not subject to an obligation or confidentiality;
  ii.public knowledge (otherwise than as a result of a breach of this clause 19 or any other obligation of confidentiality);
  iii. approved in writing by an authorised officer of ComputerWerx to be disclosed; or
  iv. required to be disclosed by a government authority or by relevant laws provided that    notice of any such required disclosure is first given to ComputerWerx..
 
19. General
  a. ComputerWerx may amend these Terms at any time, by giving Customer notice by mail,     e-mail or by posting a notice on ComputerWerx public website. By continuing to place     orders for Products, Customer will be deemed to have accepted the revised Terms.
  b. Any provision of these Terms which is invalid or unenforceable will be read down to the     extent necessary, and the remaining provisions will continue unaffected.
  c. Customer may not assign or attempt to assign any of its rights and obligations under     these Terms.
  d. These Terms are governed by the laws of the State of New South Wales and the courts of     the state of New South Wales shall have exclusive jurisdiction to hear any disputes arising     from or relating to this agreement.
 
Version: April 2007
 
   

© Copyright 2007 ComputerWerx Pty Ltd. All rights reserved.
Customer Terms