Please read this document. It is important. It contains the terms of the agreement between Australian Barcodes and the Purchaser, for the sale of certain products including hardware, software, barcodes, labels and images to the Purchaser. This agreement contains the entire agreement between Australian Barcodes and the Purchaser and except as otherwise agreed in writing this agreement prevails over any provisions to the contrary which may appear on any order form or other document issued by the Purchaser.
These are the terms and conditions that apply to all sales and services provided by Australian Barcodes Pty Ltd. Any topic not discussed here are left to the discretion of Australian Barcodes. By placing an order with Australian Barcodes Pty Ltd you are accepting these terms and conditions.
| 1. | Definitions |
|---|---|
| 1.1. | Australian Barcodes means Australian Barcodes Pty Ltd and its successors and assigns and is the "Seller". |
| 1.2. | "Purchaser" means the party purchasing goods and or services supplied by Australian Barcodes. |
| 1.3. | You are the "Buyer" if you accept a quotation for goods or services by Australian Barcodes Pty Ltd or if you accept goods or services from Australian Barcodes Pty Ltd. |
| 1.4. | "goods" means any goods which the Seller is to supply to the Buyer. |
| 1.5. | Specified Period" means a period of 14 days from the date of an Australian Barcodes invoice. |
| 1.6. | "Purchase Order" means an official purchase order duly signed by an authorised officer of Purchaser that sets out the Goods, Price and any taxes and other costs. |
| 1.7. | A"Software" means software in or with the Goods which assists or drives the operation of the Goods and includes Australian Barcodes Software and Third Party Software. |
| 1.8. | "Australian Barcodes Software" means software in the Goods, the intellectual property in which is owned by Australian Barcodes or a related company. |
| 1.9. | "Third Party Software" means software licensed by a third party to Australian Barcodes for inclusion in the Goods. |
| 1.10. | "conditions" means the terms and conditions within this document and any other special or additional conditions agreed to in writing by the Seller. |
| 1.11. | "writing" includes by mail, facsimile transmission or email. |
| 1.12. | "services" means any services which the Seller provides to the Buyer. |
| 2. | Conditions |
| 2.1. | These conditions apply to all sales of goods by Australia Barcodes to the Buyer. These conditions replace and exclude all other terms and conditions. This includes any terms and conditions the Buyer may wish to apply on any purchase order, confirmation of order, or similar documents. |
| 2.2. | If you wish to vary or add to these terms and conditions it must be agreed to in writing by a duly authorised officer of the Seller. |
| 2.3. | Any representations made by the Seller concerning goods on the Seller's behalf must be confirmed in writing by the Seller. Any representations made without the written confirmation of the Seller may not be relied upon in connection with any contract. |
| 2.4. | The contract sale for sale doesn’t begin until the seller has dispatched the goods to the Buyer or when the Buyer accepts any quotation of the Seller in writing (whichever shall first occur). Otherwise no contract for the sale of goods exists. |
| 2.5. | Specified Period" means a period of 14 days from the date of an Australian Barcodes invoice. |
| 2.6. | The Seller shall be at liberty to correct (without any liability and without prior notification) any error or omission in any sales literature, price list, acceptance of offer, quotation, invoice, or other document issued by the Seller. |
| 2.7. | Once the Buyer accepts a quotation in writing for the supply of goods and/or services it will be deemed that the Buyer has accepted these conditions. |
| 2.8. | If you are using this Website on behalf of a company, association, partnership or other such entity (“Entity“), then the Buyer warrants that they are authorised to agree to these Terms and Conditions and make any purchases of Products on behalf of the Entity. |
| 3. | Order Acceptance |
| 3.1. | The Seller reserves the right to accept or decline your order for any reason. Just because we advertise merchandise does not mean we have to sell it. Your receipt of an order confirmation (electronic, fax or other form) does not mean we have accepted your order or that we will sell the goods to you. |
| 4. | Prices |
| 4.1. | The Seller makes every effort to have all products offered on our website in stock and at the price listed. The pricing and availability information presented on our site is the most current information we have. Unfortunately mistakes do occur, and this information does not constitute a guarantee of price or availability. |
| 4.2. | If a product you have ordered is not available for shipment, we will do our best to let you know. Anticipated delivery dates are dependent upon factors beyond our control and are subject to change. |
| 4.3. | The price for the goods shall be that on the Seller's current price list unless otherwise agreed in writing by the Seller. |
| 5. | Payment |
| 5.1. | The Seller is prepared to consider applications for credit accounts from corporate customers subject to approved references. |
| 5.2. | Non-credit account Buyers must make payment in full of any invoice before dispatch of goods. |
| 5.3. | Payment may be made by cash, credit or bank transfer. |
| 5.4. | Buyers with credit accounts must make payment in full on the terms of credit agreed which shall not be more than 15 days from the date of invoice unless otherwise agreed in writing by the Seller. |
| 5.5. | If any invoice shall become overdue for payment interest shall be payable at 5% per month from the date the payment became due under the invoice until the date of payment. Such interest shall accrue both before and after any Judgment. |
| 5.6. | The Purchaser will pay the Price, all taxes, delivery and insurance charges whether they are set out in the Proposal (as varied under the succeeding clause) or not. If the Purchaser fails to pay monies owing within the Specified Period the Purchaser, at Australian Barcodes’s request, will pay interest on the unpaid amount at the rate for overdrafts of $100,000.00 charged by Australian Barcodes’s bank. Interest will accrue daily and may be capitalised monthly without notice. |
| 5.7. | If, following the date of the Purchase Order, there is an increase in any existing tax, the introduction of a new tax, or variation in the exchange rate of any currency of 5% or more affecting the cost to Australian Barcodes of importing any Goods Australian Barcodes may increase the price by notice to the Purchaser to include the additional cost to Australian Barcodes. |
| 6. | Delivery |
| 6.1. | The Seller will take all reasonable steps to keep to any estimated delivery date. The Seller shall not be liable for any losses (consequential or otherwise) arising directly or indirectly out of any failure to meet an estimated delivery date. The Seller reserves the right to make delivery in advance of the quoted delivery date. |
| 6.2. | The method of shipment of all goods shall be at the Seller's absolute discretion. |
| 7. | Ownership and Risk |
| 7.1. | Once goods have been delivered to the Buyer or when goods are retained at the Seller's premises at the Buyer's request, the risk in the goods shall pass to the Buyer. |
| 7.2. | Title to the goods shall remain with the Seller until the invoice for the goods has been paid in full. |
| 7.3. | While any goods delivered to the Buyer remain overdue for payment (either wholly or in part) the Seller may recover and/or resell the goods and may enter on the Buyer's premises by its servants or agents to recover the goods. The Seller shall be entitled to recover from the Buyer any costs incurred in connection with such recovery without prejudice to any of the Sellers other rights. |
| 7.4. | Until payment for any goods has been made in full the Buyer shall not pledge, charge by way of security or in any other way encumber the goods which remain the property of the Seller. |
| 7.5. | Australian Barcodes will supply the Goods and licenses to any Software purchased by the Purchaser. |
| 7.6. | The Purchaser acknowledges and agrees that all patent rights, design rights, copyright, trade marks and other intellectual property in the Goods and the Software is the property of Australian Barcodes (or an entity related to Australian Barcodes), or in the case of Third Party Software, a third party which has licensed the Third Party Software to Australian Barcodes. The Purchaser will not copy, reverse engineer or purport to deal with or dispose of such intellectual property. |
| 8. | Warranties |
| 8.1. | Each party guarantees that it has the right and or full corporate power and authority to enter into this Agreement. |
| 8.2. | The Seller warrants that the Goods will be free from manufacturing defects in material and workmanship under normal use. Australian Barcodes will repair or replace defective Goods provided they have not been the subject of misuse, inappropriate power supply or used with inappropriate accessories or other products and have not been altered or maintained by persons other than Australian Barcodes. The Purchaser will arrange and pay the cost of transport of Goods to and from Australian Barcodes under this clause. The Seller also warrants that it will pass to Purchaser good title to the Products. This is the only warranty extended on the Products and Buyer expressly agrees that it is taking the Products “AS IS” and the Seller makes no other warranty, express or implied. |
| 8.3. | The Seller's warranty shall not come into force unless the invoice for the goods was paid by the due date. |
| 8.4. | Except as provided in these conditions, all warranties, conditions or other terms are excluded to the extent permitted by law. |
| 8.5. | Any description does not express or imply a warranty that the products are merchantable or fit for a particular purpose. |
| 8.6. | The Seller shall not be responsible for any incompatibility of use issues or held liable to the Buyer because of any representation or any implied warranty, condition or other term or any duty of common law for any direct or indirect special or consequential loss or damage expenses or other claims for compensation whatsoever whether caused by the negligence of the Seller, its employees or agents or otherwise which arise out of or in connection with the supply of goods or their use or resale by the Buyer of whatsoever nature. |
| 8.7. | The Seller does not warrant that any retailer will accept its barcode products. The Seller shall not be responsible for any non-acceptance or use issues or held liable to the Buyer because of any inability or other reason for the Seller’s barcode products not to be accepted by any retailer, wholesaler or other parties. The Buyer acknowledges that before purchasing any goods or services from the Seller, the Buyer’s responsibility is to determine whether the retailers they intend to supply have any specific barcoding requirements or restrictions and whether the Seller’s goods and services will be suitable for this purpose. The Seller will not be liable for any loss or injury resulting from any use of the UPC or EAN barcode numbers and/or barcodes by the Buyer or other parties. |
| 8.8. | The Seller makes no other warranties, expressed or implied in respect to the Goods, their quality or fitness or marketability for any specific use or purpose. Goods warranty only applies to the Seller not to the third party and no liability or consequential damages in respect of any use of the goods, negligence, misuse or modification is accepted. |
| 8.9. | The Buyer specifically agrees that the Seller will not be liable for any special, incidental, consequential, indirect or other similar damages arising from breach of warranty, breach of contract, negligence, strict liability, or any other kind of civil liability connected with this agreement or the use of the Sellers products. The Seller makes no warranties of merchantability or fitness for any particular purpose of the products. |
| 8.10. | The Seller shall not in any circumstances whatsoever be liable for indirect or consequential loss such as (but not limited to) loss of profit, loss of market or the consequences of delay or deviation however caused. |
| 8.11. | The commencement date of all warranties is the date of delivery to the Buyer from the Seller. |
| 8.12. | Any liability for consequential and incidental damages is expressly disclaimed. |
| 8.13. | The Sellers liability in all events is limited to, and shall not exceed the purchase price paid for the product sold that gives rise to such liability. The Sellers payment of such amount shall be the final and exclusive remedy in the exhaustion or unavailability of any other remedy specified herein and shall not be construed or alleged by the Buyer to have failed of its essential purpose. |
| 8.14. | The information, software, products, and services included in or available through the site may include inaccuracies or typographical errors. Changes are periodically added to the information herein. The Seller may make improvements and/or changes to the site at any time. |
| 8.15. | The Seller makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics on the site for any purpose to the maximum extent permitted by applicable law. All such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Seller disclaims all warranties and conditions about this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. |
| 8.16. | To the maximum extent permitted by applicable law, in no event shall The Seller be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the site, with the delay or inability to use the site or related services, the provision of or failure to provide services, or for any information, software, products, services, and related graphics, obtained through the site or otherwise arising out of the use of the site. |
| 8.17. | The Seller provides barcode numbers, labels, images and other items and services in good faith. The Buyer shall test these thoroughly before printing them on any product or using them in any situation. The Buyer’s responsibility is to ensure that these items or services are correct and fit for their purpose. The Seller accepts no responsibility for any incorrect items or services. |
| 9. | Limitation of Liability |
| 9.1. | This clause does not exclude or limit any warranty or term implied by statute (including the Trade Practices Act, 1974) which cannot be excluded or limited. Other than such warranties and terms, all terms, warranties and conditions which are not expressly stated in this agreement are excluded. The Purchaser uses the Goods at its own risk and Australian Barcodes will not be liable for damage to property of any person, personal injury or death of any person, consequential loss, loss of profit or interruption of business. The liability for any breach of this agreement or for negligence by Australian Barcodes is limited at the option of Australian Barcodes to the replacement of the Goods, the repair of the Goods, the payment of the cost of repair or replacement of the Goods and if the breach relates to services, resupplying the services or paying the cost of having them resupplied. |
| 10. | Force Majeure |
| 10.1. | The Seller will not be responsible for any delay in delivery, or failure to deliver, any products if such delay or failure results from causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, labour disputes, delay or failure of suppliers or of transportation, or governmental acts. |
| 11. | Cancellation of Contract/Return of Goods/Replacement of Defective Goods |
| 11.1. | No contract may be cancelled once it is accepted by the Seller and no goods may be returned except at the absolute discretion of the Seller. |
| 11.2. | Any alleged defect in the goods must be notified to the Seller within seven days of the date of delivery. In the event that delivery is not refused and the Buyer fails to notify the Seller within the time stated no rejection of the goods will be accepted and the full purchase price shall be payable by the Buyer. |
| 11.3. | In the event that any valid claim is notified to the Seller based on the goods delivered under the contract being defective the Seller shall at their discretion be entitled to replace the goods free of charge or refund the Buyer the price of the goods and the Seller shall have no further liability to the Buyer. |
| 12. | Modification of Terms |
| 12.1. | The Sellers acceptance of any order is subject to the Buyers assent to all of the terms and conditions set forth in these terms and conditions, and the Buyers assent to these terms and conditions shall be presumed from the Buyers acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon the Seller unless agreed to by the Seller in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in these terms and conditions, the Sellers acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by the Seller of any of the terms and conditions contained herein. |
| 13. | Notices |
| 13.1. | Any notice required to be given by the Buyer to the Seller shall be in writing addressed to the Seller at his registered office or principle place of business and shall be delivered personally or sent by first registered mail. |
| 14. | Governing Laws |
| 14.1. | All disputes arising out of or in connection with this contract shall be determined and governed by the laws of New South Wales, Australia. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within three months after the cause of action has arisen. |
| 15. | Severability |
| 15.1. | If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Seller and the Buyer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws. |
| 15.2. | If any provision of this Agreement is wholly or partially invalid or unenforceable, the other provisions of the Agreement will not be affected by it. |
| 16. | Intellectual Property |
| 16.1. | Letters, quotations and proposals may contain proprietary and confidential information belonging to the Seller. This includes, but is not limited to any content, intellectual property, technical method and text incorporated into the document. It shall not be used, disclosed or reproduced, in whole or in part, for any purpose other than to evaluate this document, without the prior written consent of a senior company representative of the Seller. Title in and to this document and all information contained herein remains at all times with the Seller. |
| 17. | No Third Party Benefit |
| 17.1. | The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any person or entity not a party here to. |
| 18. | Accuracy |
| 18.1. | All information contained in this Site is based on up-to-date information, and while the Seller makes all reasonable efforts to ensure that the material is correct, accuracy cannot be guaranteed and the Seller makes no warranties or representations as to its accuracy. |
| 19. | Site Revisions |
| 19.1. | All information contained in this Site is based on up-to-date information. The Seller reserves the right to make changes to this Site at any time, without prior notice. By entering this Site, you hereby acknowledge and agree to these changes. |
| 20. | Privacy Policy |
| 20.1. | The Seller hereby agrees that all information supplied to the Seller via the web Site will be used only for the purpose of fulfilling the services provided by the Site. The Seller will not sell, lend or disclose this information to any third party who is not involved in the process of fulfilling the required services to the buyer. |
| 21. | Entire Agreement |
| 21.1. | This constitutes the entire Agreement between the Buyer and the Seller. The placement of an order to purchase shall constitute acceptance of these terms by the Buyer. These Terms and Conditions supersede all prior proposals, offers, discussions, correspondence, or communications regarding this transaction. It may only be modified by a subsequent agreement in writing approved by an authorised officer of the Seller. |
Terms and Conditions January 2003-2023