Terms & Conditions
1. PRICES NET OF TAXES
Prices quoted are, unless otherwise stated, exclusive of goods and services tax (GST), and are valid, unless withdrawn, for 30 days from the date of quotation, provided delivery is to be completed or the work to be commenced within 90 days of the date of quotation. On acceptance of a Quotation by the Customer, Praesidio is authorised to prepare the goods for delivery or commence the work quoted. Praesidio will require written confirmation of oral instructions.
All fees and time estimate in this proposal are bona fide estimations by Praesidio to undertake the project. This proposal will be reviewed at the end of each stage or as otherwise maybe required. The Praesidio time estimates to undertake the Project (and Praesidio time for any additional work which may be required following any review) will be charged at its quoted hourly rates in the proposal (which may reasonably be changed from time to time upon written notice). All material costs, outside processing costs, travel and out of pocket expenses will be charged to the Client as expenses are incurred.
2.DELIVERY
Any time quoted by Praesidio for delivery of goods or services is an estimate only and Praesidio is not liable for late delivery (completion), or non-delivery (non-completion), for any reason. If Praesidio is delayed by any circumstance or event beyond its control, then it may suspend delivery (completion) or extend the delivery (completion) or supply time. Praesidio shall not be liable to the Customer for any consequential loss or damage arising from such delay or non-delivery or non-supply. The Customer must notify Praesidio , in writing, within 7 days of the dispatch of the goods by Praesidio , of any damaged goods or goods which were not delivered as ordered.
3.PAYMENT
Payment of the invoiced amount, including GST, must be received by Praesidio , without deduction, within 7 days (or as otherwise stated in quotation/proposal) of the date upon which the goods or services were invoiced. Accounts will be rendered on monthly basis. If the Customer commits any act of insolvency, all money due and owing by the Customer to Praesidio, whether by way of credit or otherwise, will become due and payable immediately. Praesidio reserves the right to suspend, with or without notice, any deliveries of goods or services if any payment due by the Customer to Praesidio is overdue. The Customer must pay interest on the overdue amount, at 24 percent per annum (2 percent per month), from the due date for payment until paid. The Customer must pay all costs and expenses (including legal costs) which may be incurred by Praesidio in the attempted recovery of the overdue amount.
4.PROGRESS
Praesidio will be under no obligation to proceed to an ensuing stage of the project until all outstanding fees have been paid in full.
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5.CUSTOMER'S SPECIAL ORDER
Praesidio reserves the right to demand a deposit for special orders of non-stock items or orders for the manufacture of goods to Customer’s specifications – such as products made for prototype purposes and or hardware/software equipment. Praesidio shall not be responsible for errors in the Customer’s specifications. The Customer may not cancel special orders unless with the written consent of Praesidio . Praesidio will not accept returns of goods specially made to the Customer’s specifications.
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6.LIMITATION OF LIABILITY
To the extent permitted by law, Praesidio and its servants and agents are not liable for any loss or damage (including without limitation loss or damage caused by the negligence of Praesidio , or its servants or agents, and incidental and consequential loss or damage) arising from or in connection with the supply of goods or services.
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Loss or damages of goods, and/or machineries and tools while in transit or at Praesidio possession (storage) are not covered unless otherwise:
(i) Praesidio receives clear instruction from client to provide insurance or replacement coverage for such items/goods; and
(ii) Praesidio confirms such coverage is provided in writing where the value and nature of goods are clearly stated.
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To the extent permitted by law, the liability of Praesidio or its servants or agents (including liability for negligence) is limited to:
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(i) in the case of goods, the replacement or re-supply of equivalent goods or the cost of such replacement or re-supply (whichever is the lesser); and
(ii) in the case of services, the re-supply or the cost of the re-supply of such services (whichever is the lesser).
Praesidio is not liable for any loss or damage the Customer may suffer if Praesidio cannot do what it has promised because of events beyond its reasonable control. Praesidio does not warrant the quality or performance of goods (or services) used by the Customer otherwise than in accordance with Praesidio or accepted industry specifications or standards for use. The Customer acknowledges that goods (or services) supplied by Praesidio may be used in a variety of applications. The Customer relies on its own skill and testing to satisfy itself as to the fitness for the purpose or use intended by the Customer for those goods (or services).
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7. ENTIRE AGREEMENT
The Customer agrees that Praesidio will only supply goods and services, itemised in a Quotation or otherwise, pursuant to these Terms of Trade, and any additional term included in the Quotation. An agreement between the parties may not be varied without the prior written consent of Praesidio .
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8. WAIVER
The failure, delay, relaxation or indulgence on the part of Praesidio in exercising any power or right conferred upon Praesidio by these Terms of Trade does not operate as a waiver of that power or right, nor does any single exercise of any power or right.
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9. GOVERNING LAW
These Terms of Trade are governed by the laws applying in New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
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10. SEVERANCE
These Terms of Trade are qualified by any provision of a law which applies and which cannot be excluded. If any provision of these Terms of Trade is deemed to be unlawful or unenforceable, such provision shall be severed from these Terms of Trade and all other provisions hereof shall remain in force.
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11. INTELLECTUAL PROPERTY
All Intellectual Property rights, including all Copyright and all rights to apply for any Design Registrations and Patents created by or on behalf of Praesidio pursuant to this contract, shall remain the property of Praesidio (Praesidio being under no obligation so to apply) until all outstanding fees have been paid, provided that upon those fees being paid, Praesidio will at the Client’s cost, assign those rights (including all Design applications and registrations, if any) to the Client. At all times the Client shall give such reasonable attribution to Praesidio as to authorship of the intellectual property arising pursuant to this contract as Praesidio may reasonably require.
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12. TITLE TO PASS UPON PAYMENT
Praesidio shall retain ownership and the immediate right to possession of all materials created by or on behalf of Praesidio , including all project documentation, product specifications contained on any medium, all models and all prototypes until all outstanding fees have been paid. The Client agrees to mark all such materials as clearly being the property of Praesidio , until all outstanding fees have been paid. Upon payment of those fees, Praesidio will transfer all such rights to the Client at the Client’s cost.
Title to the goods shall not pass to the Customer until payment for the goods is received by Praesidio . If the Customer does not pay for any goods in accordance with these Terms of Trade, Praesidio is hereby irrevocably authorised by the Customer to enter the Customer’s premises (or any premises under the control of the Customer or as agent of the Customer if the goods are stored at premises) and use reasonable force to take possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever.
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13.THIRD PARTY CONTRACTORS
If Praesidio is required by the Client to invite offers from third parties for the manufacture of the product (including any models or prototypes) or preclude any other or further exercise of it or the exercise of any other power or right under these Terms of Trade.
Part thereof, Praesidio will act solely as the disclosed agent of the Client and will accept no responsibility for the performance by the manufacturer of its obligations in that connection. The Client specifically discharges and indemnifies Praesidio from any obligation or liability whatsoever in respect of the same.
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14. DISPUTE RESOLUTION
Any dispute concerning this Contract which cannot be resolved by the parties in good faith will be submitted to arbitration before an Arbitrator agreed upon by the parties, or if the parties cannot agree an Arbitrator appointed by the President of the Law Society of New South Wales.
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15. PUBLICITY
Praesidio reserve its rights to claim authorship of the Intellectual Property arising pursuant to this contract and to promote its services to third parties in that connection.
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16. CANCELLATION
Should the project be postponed or cancelled by the Client, then the Client shall be liable for the fees, costs and expenses up to the completion of that stage of work in relation to which commencement instruction had been provided by the Client.
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17. LOSS OF DATA
Clients must take necessary action prior commencing work to ensure that all data on individual PCs or Servers are fully backed up and can be easily retrieved in case of emergency. Praesidio take appropriate precautions to minimise loss of data, however, Praesidio nor any 3rd party employed by Praesidio can be held liable for damages resulted from loss of data.