KLIKON Solutions - Terms and Conditions of Supply.

1. Supply KLIKON Solutions Pty Ltd (ABN 87 107 404 946) ("KLIKON Solutions") agrees to supply goods ("Products") and/or services ("Services") to the Customer on these standard terms and conditions ("Terms")

2. Purchase Orders Purchase orders for Products or Services will constitute an offer by the Customer and may only be accepted by KLIKON Solutions in writing. Any amendments to purchase orders for Products or Services must be approved by KLIKON Solutions in writing to be effective. Only these Terms (not other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between the parties.

3. Payment Payment terms on goods and service are strictly 14 days from the date of invoice. Healthy Net service vouchers must be prepaid.

4. Warranty KLIKON Solutions makes no warranty in relation to the Products or Services other than as prescribed by a law which cannot be excluded or in the case of Products, as provided by the Products’ respective manufacturers as made known to the Customer in the documents supplied by KLIKON Solutions or the manufacturer or as otherwise published or made known to the Customer.

5. Delivery KLIKON Solutions will use its reasonable endeavours to deliver Products or Services to the Customer by the date agreed but will not be liable for any delays in delivery caused by matters beyond its control. The time for delivery of Products and Services by KLIKON Solutions will not be of the essence.

6. Returns Products returned will only be credited to the Customer’s account if the return is authorised by KLIKON Solutions and the Products are in the same condition as delivered by KLIKON Solutions and only if received by KLIKON Solutions within 14 days of delivery. KLIKON Solutions reserves the right to charge the Customer for any costs or losses incurred by KLIKON Solutions if Products which are not faulty are returned or returned without authorisation, returned later than 14 days from delivery or in a different condition to the condition the Products were in when delivered by KLIKON Solutions. KLIKON Solutions will use its best endeavours to minimise such costs and losses.

7. Risk and Insurance Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of:

(a) Delivery to the Customer;
(b) The taking of possession by the Customer; and
(c) The delivery to any carrier (who will be deemed to be agent of the Customer) for delivery to the Customer.

8. Title Until the Products have been paid for in full, they remain the property of KLIKON Solutions. If the Customer fails to pay any moneys to KLIKON Solutions when due, KLIKON Solutions may immediately without notice or demand enters upon the Customer’s premises and take possession of the Products. This right is without prejudice to any other rights that KLIKON Solutions may have.

9. Confidentiality KLIKON Solutions and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, “confidential information” means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by KLIKON Solutions or the Customer.

10. Intellectual Property The Customer acknowledges that, unless otherwise agreed in writing, all intellectual property rights attaching to the Products or arising out of the provision of Services are and will remain the property of KLIKON Solutions (or its supplier, where such rights are owned by that supplier). Software will be licensed to the Customer on the terms of the relevant licence agreement provided with the Product or as otherwise agreed between KLIKON Solutions and the Customer in writing.

11. Termination Where the Customer:
(A) Makes default in any payment or breaches any of these Terms;
(B) becomes unable to pay its debts as and when they fall due; or
(C) commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up, KLIKON Solutions may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:
(I) Suspend further supply and require payment in advance for future supply;
(II) Recover possession of any Product for which payment has not been made;
(III) Terminate all or any purchase orders for Products or Services which have been accepted by KLIKON Solutions;
(IV) Claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by KLIKON Solutions; and/or
(V) Continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.

12. No Representations The Customer acknowledges that KLIKON Solutions has not made any warranty or representation, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to KLIKON Solutions or not).

13. No Implied Terms To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of KLIKON Solutions for a breach of a condition or warranty implied into these Terms by the Trade Practices Act, 1974 is limited at the option of KLIKON Solutions:
(A) if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
(B) If the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.

14. Limitation of Liability
14.1 KLIKON Solutions will not be liable to the Customer for any indirect or consequential damages including loss of profits, revenue, data or use arising out of or in relation to the supply of Products and/or Services, even if KLIKON Solutions knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.
14.2 Except in relation to liability for personal injury (including sickness and death), or damage to tangible property, KLIKON Solution’s liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of Products and/or Services pursuant to these Terms or in respect of a failure or omission on the part of KLIKON Solutions to comply with its obligations under these Terms, shall be, in aggregate, limited to an amount equal to the amount paid by the Customer to KLIKON Solutions under these Terms.

15. Variation. Any variation to these Terms must be in writing.

16. General
16.1 All notices must be in writing and sent by mail, hand delivery or transmitted by facsimile to the address or facsimile number of the receiving party and shall be deemed delivered, in the case of:
(A) Hand delivery, on delivery;
(B) Posting, three days after dispatch; and
(C) Facsimile, on completion of complete and legible transmission.
16.2 No leniency, indulgence or extension of time granted by KLIKON Solutions to the Customer will prejudice any of KLIKON Solution’s rights in any way or constitute a waiver of any of KLIKON Solution’s rights.
16.3 If any of these Terms are for any reason declared to be or become unenforceable, invalid or illegal, the remaining Terms will remain in full force and effect.
16.4 These Terms are governed by the laws of New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.

17. Taxes and GST
17.1 The amount payable to KLIKON Solutions ("Price") is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products and Services. The Customer shall be liable for any new taxes, duties or charges imposed subsequent to KLIKON Solution’s quotation or proposal or to this agreement in respect of the supply of the Products and Services.
17.2 Notwithstanding any other provision in this agreement, if the imposition of the GST or any subsequent change in the GST law is accompanied by or undertaken in connection with an adjustment in any existing wholesale sales taxes or like taxes the quantum of which is directly relevant to either the price, or cost to KLIKON Solutions of acquiring the Products or Services ("Taxes"), the Price (excluding any GST) will be adjusted to reflect the net effect of all changes to the Taxes.