General Terms and Conditions
Last Updated On 07-07-2024
Effective Date 07-07-2024
1. INTRODUCTION
1.1 These general terms apply to all transactions between BBC Technology Pty Ltd ACN 641 600 937 Trading as Bestbyte Computing, its successors and assigns or any person acting on behalf of and with the authority of BBC Technology Pty Ltd (the Company) and shall apply to all goods and services sold or provided by the Company and any of its servants, agents, or employees. No variations to these Terms and Conditions which the Customer seeks to introduce shall be effective unless expressly agreed by the Company in writing. The Customer for the purpose of these Terms and Conditions shall mean each of them jointly and severally if more than one.
1.2 In these terms and conditions “we or us” may also refer to the Company and “you” of ‘your/s” may also refer to the Customer.
1.3 Other documents relating to transactions between the Company and the Customer will include any specific terms and conditions.
2. QUOTATIONS, ORDERS
2.1 All quotations given by us, unless otherwise specifically stated, are subject to withdrawal or variation by us at any time prior to acceptance of your order which order will constitute separate offers in relation to each good and service set out therein and for which acceptance shall be constituted by and to the extent of delivery of the goods and services.
2.2 No order shall be binding on the Company unless accepted by us. No provisions of the Customer’s order shall, where there is an inconsistency between it and these Terms and Conditions, override the provisions of these Terms and Conditions and to the extent that they do, the subsequent delivery of the goods and services will be deemed to be a counter offer on the basis of these Terms and Conditions and acceptance of that offer will be deemed to occur on acceptance by you of the goods and our services.
2.3 The Customer acknowledges you have checked all quotations and orders and is satisfied that all goods and services required by you are as set out in the quotation or order. We take no responsibility for any omissions or errors in respect of the description of the goods and services, or the price set out in the Company’s quotation.
3. PAYMENT
3.1 Price means the amount provided in the Company’s invoice as quoted, or the amount established by a course of dealing between us. The Price, unless otherwise agreed, excludes any delivery costs and GST. In addition to the Price you must pay to us an amount equal to any GST we must pay for any supply.
3.2 The observation of agreed time frames is of primary importance.
3.3 If the Customer must make a payment or do any other thing on or by a day that is not a business day you must make the payment or do the thing on or by the next business day.
3.4 Unless otherwise agreed, normally payment is a condition precedent to supply and delivery of goods or services.
3.5 By accepting payment of any sum after its due date we do not waive our right either to require payments as they fall due or to suspend or end our Support Agreement with you.
3.6 You and any guarantor will be in default if you do not pay us when money is due for payment or fail to comply with any other obligation under our business arrangements.
3.7 If you are in default under our agreement, we may send you a default notice. The notice will tell you what the default is and what you are required to do to correct the default. You will have 7 business days to rectify the default.
3.8 If you do not comply with the default notice you become immediately liable to pay us all money owing with interest on that amount from the due date until payment at the rate of 2.5% per centum per month. In these circumstances, title to the goods does not pass to you until we have been paid, we may repossess any licenses, and recover and sell the goods and apply the proceeds of the sale towards repayment of the money owed under the agreement.
3.9 You also agree to pay on default all costs and expenses incurred in exercising our rights of recovery from you and the guarantor if any and indemnify us against any losses resulting from default.
3.10 Title in the goods does not pass to you until we have received payment in full. Any proceeds of re–sale of the goods shall be held in trust for the supplier in a separate account until the supplier has been paid in full.
4. SECURITY
4.1 To protect our security interest in the goods until payment we may choose to register the agreement between us under the Personal Properties Securities Act 2009. (PPSA). By signing our Supply Agreement you agree to do all things necessary to facilitate such registration and you agree that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates an interest in any goods previously supplied or that will be supplied in the future.
4.2 On default in payment, you irrevocably permit us, or any person authorized by us in writing, upon reasonable notice to enter your premises or the premises where the goods are reasonably believed by us to be held on your behalf to recover the goods. You also agree to indemnify and hold us harmless for all reasonable costs and expenses of recovery of the goods and losses if any on their resale.
4.3 You agree to sign documents or do all things necessary to perfect our rights under the agreement and appoint us as your attorney to sign any document or do anything that may reasonably be required to enforce our rights on default.
4.4 Unless otherwise agreed risk passes to you at the time, we ship free on board from our ordinary place of business to your specified location. You assume all responsibility for filing claims for damage against the carriers and other agents. You must insure the goods against loss or damage until payment has been made to us.
4.5 If any of the goods are damaged or destroyed after shipment you must direct the insurer to make payment to us of all insurance money payable in respect of the insurance claim made on the damaged or destroyed goods.
4.6 Insurance money received by us will be applied firstly against the outstanding price of the goods that are damaged or destroyed, secondly against the outstanding price of all goods supplied under the agreement, thirdly against the outstanding balance payable to us by you on any account under our agreements and fourthly in payment of any balance to you.
4.7 You represent and warrant to us that all information and representations that you, or any person acting on your behalf has given in connection with our transactions are true and correct and that you have not failed to disclose to us anything relevant to our decision to have dealings with you and that no court proceedings or dispute is current that may have an adverse effect on performing your obligations under this agreement.
4.8 Acceptance of the goods must take place immediately following delivery and is established if you signify by words or conduct that the goods are conforming or that you retain them despite their nonconformity or deal with them in a way inconsistent with our ownership. You may reject them on good grounds after a reasonable opportunity to inspect them. The rejection must immediately be communicated to us with full particulars of the nonconformity. On acceptance if payment arrangements are in place, then they must be honoured. If payment has been made, then it will either be refunded by us or credited towards payment of replacement goods for the nonconforming goods.
4.9 Your right, as against us, to retain or dispose of the goods or services delivered or supplied is conditional upon you honouring our payment arrangements.
5. DISPUTE RESOLUTION
5.1 When a dispute arises between us you agree to comply with our dispute resolution process. To this end a party with a complaint against the other is first required to notify the other of the dispute by giving written notice specifying the nature of the dispute, the outcome required, and the action believed necessary under the circumstances that will assist both in settling the dispute.
5.2 Each party will then in good faith attempt to resolve the dispute by negotiation, and if the dispute in some aspect involves payment of money, the party withholding payment is required immediately upon receipt of the notice to deposit the disputed amount into an escrow account with instructions pertaining to the release of funds. Undisputed amounts must be paid forthwith.
5.3 Notices must be in writing and be given personally by Express or Registered Post with delivery confirmation or by email with receipt confirmation.
5.4 All principals of a company trust or partnership are required to sign a personal guarantee to secure their debt to the Company.
5.5 All guarantors shall be jointly and severally liable for performance of all the terms, covenants, and conditions of our agreements.
5.6 You and the guarantors jointly and severally authorize us to exchange information about the creditworthiness of either yourself or the guarantors with any credit reporting agency at any time during the term of the agreement.
6. DELIVERY OF PRODUCTS AND SERVICES
6.1 Subject to specific agreements, our goods and services will consist of:
- T. support and maintenance (remote, on-site and workshop).
- Supply and delivery of both new and refurbished devices, and hardware components, (laptops, desktops, mobiles, storage, networking, security cameras).
- Software and subscription with limited liability on services covered by re-sellerships, (domain names, protection software, Microsoft 365)
- Hosting services: website, email, backups (Securely storing data with recovery options).
6.2 The Customer shall be responsible for all insurance of goods in transit for delivery unless expressly agreed otherwise by the Company in writing.
7. PRODUCT LIABILITY
7.1 You must inspect goods or services on delivery and must within 2 days of delivery notify us in writing on any evident defect, or failure to comply with the description quoted and allow us to inspect the goods.
7.2 The Company warrants that all goods refurbished by it are free from defects in material and workmanship under normal use and service for a period of 12 months unless otherwise specifically stated from the date of sale to the user of the goods where proof of the date of sale is provided to the absolute satisfaction of the Company or failing which the sale date represented by the code embossed on the goods.
7.3 The warranty in this clause shall also apply to the extent of repair or replacement of any defect at the option of the Company at a responsible distributor’s address unless otherwise stated and the Customer shall bear all transportation costs to and from that location.
8. LIMITATION OF LIABILITY
Where the Customer is a consumer, except for the provisions of the Competition and Consumer Act 2010 and the State legislation in effect in the State in which the goods or services are sold by us to the Customer and the other product warranties set out in these Terms and Conditions which override the following provisions that The Company gives no warranty whatsoever in relation to the goods sold originating from another supplier to the Customer, (except for devices refurbished by the Company), whether in regard to the quality of the goods, fitness of the goods for any particular purpose or the compliance of the goods 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 Customer placing an order for the goods with the Company, or otherwise;
8.1 The liability of the Company to the Customer arising from the supply of the goods by the Company to the Customer and from any agreement pursuant to which the goods are so supplied shall, whether the liability arises for breach of contract or at common law, including the law relating to negligence by the Company, be limited to repair by the Company of the goods, the supply by the Company of replacement goods at no additional charge or the refund of the price paid by the Customer for the goods giving rise to liability whichever the Company shall deem appropriate. In no case shall the Company incur liability for any loss or damage suffered by the Customer including loss of profit, damage to property or personal injury arising from that supply or that agreement, whether arising directly, incidentally, or consequently.
9. PASSING OF TITLE
9.1 Title and property in all goods delivered by the Company to the Customer on the basis of any agreement shall not pass to the Customer until payment in full for all goods so supplied has been unconditionally received by the Company.
9.2 The Company and its representatives shall have the right to inspect the goods at any time and the Customer authorises the Company and its representatives to enter any premises to view the same.
9.3 Upon taking possession of any goods the Customer will store the same subject to its fiduciary obligation to the Company not to deal with the goods in interference with the Company’s ownership of the goods in accordance with these Terms and Conditions in such a way that the goods are readily recognisable as the property of the Company including appropriate labelling or storage as required. The Customer will not alter, remove or tamper with any marks or numbers on goods supplied to it by the Company.
9.4 If the Customer fails or neglects to pay the Company or otherwise is in default under any agreement in relation to the supply of goods to the Company whatsoever, in the case of a natural person, commits an act of bankruptcy or has a bankruptcy petition or bankruptcy notice issued against him or in the case of a company is served with a demand under Section 460(2)(a) of the Corporations Law or commits an act pursuant to which insolvency proceedings may be commenced, then: (1) the Company and its representatives may immediately enter upon the Customer’s or its agents’ premises or any other premises for the purpose of recovering the possession of the goods; (2) payment of all monies owing by the Customer to the Company shall immediately become due and payable on demand; and (3) in addition to any other lien which the Company may by statutory or otherwise be entitled, the Company shall be entitled to a general lien on all money, property or goods belonging to the Customer then in the Company’s possession to the extent of the unpaid price of any goods sold to the Customer by the Company.
9.5 The Customer shall indemnify the Company against any action in respect of recovery, possession, handling and re-sale and the balance of any amount owing following re-sale shall be immediately due by the Customer to the Company. A certificate under hand of the Company or its representatives shall be conclusive evidence of the balance of the amount owing by the Customer to the Company.
9.6 On a re-sale of the goods by the Customer to a third party the Customer shall hold the proceeds from such sale on trust for the Company and the Company shall have the right to recover any monies on account of such sale owing to the Customer and to trace and recover the proceeds of such sale. The Customer hereby appoints the Company and each of its directors and managers as its joint and several attorneys for the purpose of doing all acts, matters and things as the Company shall think necessary to give effect to this clause.
10. FORCE MAJEURE
The Company shall not be liable for any failure by it to perform in accordance with these Terms and Conditions or any agreement of supply or for any loss or damage suffered by the Customer in consequence thereof which failure arises from any cause whatsoever beyond the reasonable control of the Company including but not limited to delays in transportation and transportation handling, accidents at sea, fire or other accident, strikes or other labour disputes, any inability of the Company’s suppliers to deliver materials or finished products, the operation of any law, proclamation, regulation or ordinance of any Government agency or other circumstance whether or not of a similar nature beyond the reasonable control of the company.
11. RELEVANT LAW
These Terms and Conditions and the supply of goods or services on any account to the Customer from the Company shall be deemed to constitute an agreement entered into at the Company’s registered office Queensland to be construed in accordance with the laws of Queensland and the parties submit to the jurisdiction of the Queensland Courts.
12. CREDIT APPLICATION DETAILS
12.1 The Customer certifies that all information provided to the Company in accordance with any credit application or otherwise provided to induce the Company to supply the goods are true and correct.
12.2 If the Customer is a sole trader or partnership, the Customer consents to the Company obtaining a credit report on them individually for the purpose of assessing any credit application. In the case that the Customer is a company, the directors and/or guarantors consent to the Company obtaining a credit report on the directors and/or guarantors and acknowledge and agree that any information set out in any credit application or provided to the Company to induce the Company to supply the goods may be disclosed to a credit reporting agency or another credit provider.
13. GUARANTEE
13.1 All persons authorising a Customer’s order, and in the case of a Company all directors of the Customer and other partners or guarantors (“Guarantors”), hereby guarantee and indemnify the Company in respect of all monies owed by the Customer to the Company in relation to the supply of goods in accordance with these Terms and Conditions or otherwise including without limitation, the terms and conditions on which stock is provided herein. The obligation in this clause shall be a principal obligation and the guarantee a continuing guarantee and shall not be affected by any act or omission by the Company or the Customer whatever and shall be binding on the Guarantors thereof notwithstanding any irregularity in the guarantee or its execution.
13.2 The Guarantor(s) declare and warrant that they fully understand the nature of their obligations as guarantor(s) pursuant to this agreement and have obtained independent legal advice in relation to same.
13.3 The Guarantors shall pay all monies owed by the Customer to the Company upon demand.
14. COMMUNICATIONS RECORDING CONSENT
The Customer consents to all phone calls made to and received from Bestbyte Computing being recorded for quality assurance, training and legal purposes.