Conditions of Sale
Cohesive Digital Signage Solutions - there's a whole lot more than meets the eye.
Conditions of Sale
- All goods and services (Products) supplied by Cohesive Pty Ltd, its associated businesses and agents, otherwise shown as Cohesive are supplied on these terms and conditions. Unless otherwise agreed in writing by Cohesive, the Customer agrees that it will be bound by these terms and conditions. Cohesive is not bound by any terms and conditions contained in any document issued by the Customer.
- Once a quotation has been accepted by the Customer, it cannot be cancelled by the Customer. The supply of goods is subject to availability.
Cohesive reserves the right to suspend or discontinue the supply of goods or services to the Customer. If Cohesive is unable to supply all of the goods ordered, these terms and conditions continue to apply to any part of the order supplied.
- Where a specific written quotation has been given by Cohesive, the selling price is the price specified in the quotation. Unless otherwise stated, the selling prices does not include GST. Cohesive may at any time change its price to reflect, among other things; changes in exchange rates or the imposition of any duties, levies or other taxes and the Customer is bound by those changes. The Customer must accept any errors or omissions in invoicing and, where applicable, the Customer must accept the amended pricing and pay the difference within the approved terms of trade.
- Cohesive 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 Cohesive, Customer agrees that those terms are hereby excluded.
- Shipments will be made to Customer’s identified “Ship to” address as specified on Customer’s purchase order or carrier, subject to Cohesive’s written approval prior to shipment. Unless specified in an accepted purchase order, Cohesive will select the carrier.
- All risk of loss of or damage to the Products will pass to Customer upon delivery to the carrier, or Customer, whichever occurs first (ex-Works). In the case of Software notification by email is considered delivery.
- Unless Customer provides Cohesive with express instructions to the contrary prior to shipment, Cohesive may make partial shipments on account of Customer’s purchase orders, to be separately invoiced and paid for when due. Any delay in the delivery of any instalment will not relieve Customer of its obligation to accept the remaining deliveries.
- Cohesive will use commercially reasonable efforts to meet the delivery dates specified in Cohesive’s written acceptance of Customer’s purchase orders, but in no event will Cohesive be liable for any losses, damages or penalties resulting from any delay in shipment or delivery. Customer must inspect all Products promptly upon receipt, and may reject any defective item by requesting a Return Merchandise Authorisation (RMA) number from Cohesive pursuant to Cohesive’s then-current return policy. Any Products not rejected within 7 days of receipt by Customer will be deemed accepted by Customer.
- The Customer must inspect the goods or services immediately following delivery or completion of the services (as the case may be). The Customer may only return goods at the sole discretion of Cohesive, specific exceptions are;
a) Speciality products, products specifically tailored for the customer, IT consumables, computer hardware, and indent orders; to which special conditions may apply.
- At Cohesive's discretion the Customer may obtain a Return Merchandise Authorisation (RMA) number from Cohesive and return goods at the Customers expense to Cohesive within 14 days of the date of delivery, in an unsoiled, undamaged and resaleable condition and in the original packaging, and be current make and model. A minimum 20% re-stocking fee for any returned goods will be charged to the Customer. Any claim that the goods are not in accordance with these terms and conditions ( including that they are defective, damaged during delivery, are short delivered or services not as per contract) must be made at the time of delivery/services provided, or in writing to Cohesive within 48 hours after delivery of the goods/completion of the services to the Customer. If the Customer fails to make a claim then, to the extent permitted by the law, the goods or services are deemed to have been accepted by the Customer and the Customer must pay for the goods or services in accordance with these terms and conditions.
- If employees or authorised representatives of Cohesive attend any premises as directed by the Customer to install or apply any goods or perform any services, the Customer will ensure appropriate policies and procedures are in place and followed, and generally implement good industry practice and act consistently with Cohesive's policies as notified to the Customer. This includes a safe and suitable workspace, ensuring all safety equipment, communications equipment or other items are provided, are maintained and are fit for their intended purpose.
- Unless otherwise agreed, the Customer must pay for goods or services ordered by the Customer on supply of goods or practical completion of services or invoice terms of payment. Cohesive may charge a fee for any payments by credit card. Time is of the essence in respect of the Customer's obligation to make payment for goods or services provided by Cohesive.
- If the Customer does not make payment by the due date, commits any material breach of these terms and conditions, or an insolvency event in respect of the Customer arises or is reasonably suspected by Cohesive, then Cohesive may ( without limiting any other right or claim it may have against the Customer) do any or all of the following:
a) charge the Customer interest daily
b) vary or withdraw any approved credit limit and/or terms of trade
c) cancel or suspend any unfilled orders or cease providing the services
d) terminate any contracts between Cohesive and the Customer and demand immediate payment of any monies due and outstanding under those contracts
e) enter (at any time) any premises in which Cohesive's goods ( including any merchandising materials) are stored, to enable Cohesive to inspect the goods and to reclaim possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever.
g) lodge a caveat or other similar instrument over any property of the Customer
h) institute any recovery process as Cohesive in its discretion decides at the Customers cost and expense.
- If any part of an invoice is in dispute, the balance will remain payable and must be paid when due. The Customer has no right to set-off any claim against the seller from monies owing to Cohesive.
- The Customer charges to Cohesive all of the Customer's rights, property and undertaking of whatever kind and wherever situated and whether present or future for the purpose of securing payment of amounts that, at any time and for any reason or circumstance and whether at law or otherwise and whether or not of a type within the contemplation of the parties at the date of the Agreement, are payable, are owing but not currently payable, are contingently owing, or remain unpaid by the Customer to Cohesive. If the Customer fails to pay any amount owing to Cohesive by the date on which such payment is due, Cohesive may appoint one or more receivers to the Customer's property and undertaking and may do anything that a receiver could do under law.
- Property in the goods supplied by Cohesive to the Customer does not pass to the Customer until those goods have been paid for in full. In the meantime, the Customer takes custody of the goods and retains them only as fiduciary agent and bailee of Cohesive.
Until goods have been paid for in full;
a) to the extent possible, the Customer must store the goods in a manner that shows clearly that they are the property of Cohesive, maintain records relating to the goods, secure the goods from risk, damage and theft and ensure that the goods are kept in a good and serviceable condition.
b) the Customer may sell the goods, in the ordinary course of its business, but only as the fiduciary agent of Cohesive. The Customer must not represent to any third party that the Customer is acting in any capacity for or on behalf of Cohesive and the Customer has no authority to bind Cohesive to any contract or otherwise assume any liability for or on behalf of Cohesive.
a) Consent to us collecting any personal information for the purpose of assessing this sale and acknowledge that you may access any information we may hold about you on request;
b) acknowledge that if you do not disclose all the information requested, we may not be able to provide you with the quoted service;
c) acknowledge that we may disclose your personal information or that of any directors, offices or related entities, credit reporting agencies and collection agencies in order to recover any monies due and payable by you;
d) acknowledge that, in order to assess your creditworthiness, we may seek from any other credit providers information about your personal or commercial credit arrangements or that of your related entities and may obtain a credit report about you and your related entities from a credit-reporting agency;
e) acknowledge and consent to us contacting you electronically or
otherwise to provide you with marketing or other information on our goods and services;
f) acknowledge that you have received, read and understood our Terms and Conditions of Sale and agree to be bound by them;
g) acknowledge that any notice from us to you will be deemed to have been given if delivered or posted by prepaid post to any of the addresses you have nominated.
- Any credit approval or any outstanding amount due may not be transferred to another entity unless specifically approved in writing by a Cohesive Director. If a transfer of business ownership takes place which includes liabilities to Cohesive then these liabilities are due for immediate payment on the date of transfer.
- The Products are personal property, and Customer agrees that these Terms create a purchase money security interest (“PMSI”) in the Products (and their proceeds) supplied presently and in the future by Cohesive to the Customer.
- The Customer must do all things necessary and execute all documents reasonably required to register the PMSI granted by the Customer under these Terms and to ensure that Cohesive acquires a perfected security interest in the Products under the PPSA.
- Until ownership of the Products passes to the Customer, to the extent permitted by law the Customer waives its rights under sections 95, 118, 121(4), 129, 130, 132(1), 132(4), 135(2), 137(3), 142, 143, 157(1) and 157 (3) of the PPSA.
- The Customer’s right to possession of Products still owned by Cohesive under these Terms immediately ceases if the Customer is subject to and insolvency event.
- The Customer expressly and irrevocably agrees that Cohesive is entitled to enter any premises where the Products supplied by Cohesive are located to repossess, remove and sell such Products and indemnify Cohesive in respect of any claims, actions and costs that may arise against Cohesive in relation to the removal, repossession and sale of the Products pursuant to these Terms including any claims brought by third parties.
- All Products purchased from Cohesive are covered by the applicable Supplier’s warranty. Customer must refer to the warranty details and specified repair period stated on the Product or in associated documentation. Cohesive does not provide any warranties in addition to the Supplier’s warranties for that Product. Software Products are also warranted in accordance with the relevant licence agreements that govern their use.
To the extent permitted by law and subject to any written warranty entered into between Cohesive and Customer with respect to goods provided under these terms and conditions, these terms and conditions exclude all other conditions, warranties, liabilities or representations in relation to goods or services.
- Except for those required or implied by legislation, Cohesive gives no express warranty in relation to products and services supplied to the Customer, and the Customer acknowledges that it has not relied on any representation or warranty made or on behalf of Cohesive. Certain legislation may imply conditions and warranties into these terms and conditions. To the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded. The liability of Cohesive under or arising out of the supply of goods or services for breach of any term, condition or warranty implied or imposes upon the supply of goods or services by legislation shall be limited, at the option of Cohesive to;
a) if the breach or liability relates to goods;
(i) replacement of 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; or
(iv) the payment of the cost of having the goods repaired
(b) if the breach of liability relates to the services;
(i) the supply of the services again; or
(ii) the payment of the cost of having the services applied again
Except to the extent the law provides that liability is not to be able to be excluded, Cohesive shall not be under any liability to the Customer in respect of any loss or damage of any kind whatsoever and howsoever arising out of or in any connection with the supply of goods or services, including ( without limitation) any indirect or consequential loss (including without limitation loss of profit, loss of revenue, loss of contract, loss of data, loss of goodwill or increased cost of workings) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Products, any services supplied by Cohesive or the failure of Cohesive to comply with these terms and conditions.
- Conflicts - These terms and conditions will apply to the exclusion of all other terms and conditions contained in the Customer's order.
Cohesive reserves the right to change these Terms and Conditions at any time.
- The laws of Australia apply to these terms and conditions. The parties irrevocably submit to the jurisdiction of the appropriate court convenient to Cohesive in respect of any claims, proceedings and matters arising out of or in respect of these terms and conditions.