ISA Direct
Acceptable
Use Policy
DISCLAIMER
OF LIABILITY.
With respect to documents available on this Web Site, neither Intelligent
Systems Australia nor its officers or employees makes any warranty express
or implied, including the warranties of merchantability and fitness for
a particular purpose, or assumes any legal liability or responsibility
for the accuracy, completeness, or usefulness of any information, apparatus,
product, or process disclosed, or represents that its use would not infringe
privately owned rights.
At certain places on this Web Site live links to other Web Sites can be
accessed. Such external links contain information created, published,
maintained or otherwise posted by institutions, individuals, or organizations
independent of Intelligent Systems Australia. Intelligent Systems Australia
does not control these external sites and does not guarantee the accuracy,
completeness or timeliness of information located on them.
DISCLAIMER REGARDING LEGAL MATTERS. This Web Site does
not contain any legal advice, nor should it be relied on for such. Anything
contained herein is solely for informational purposes and should NOT be
relied on when making legal decisions. Decisions regarding legal matters
should only be made after consulting with an attorney.
DISCLAIMER OF ENDORSEMENT. Reference on this Web Site
to any specific commercial products, process or service by trade name,
trademark, manufacture, or otherwise does not constitute or imply its
endorsement, recommendation, or favouring by Intelligent Systems Australia,
its officers or employees. The views and opinions of independent authors
regarding such products or processes do not state or reflect those of
Intelligent Systems Australia, its officers or employees and reference
to this organization shall not be used for advertising or product endorsement.
GENERAL TERMS AND CONDITIONS OF SALE
1. Intelligent
Systems Australia Pty Ltd (hereunder referred to as "ISA") is
a privately owned Australian Company.
2. These General Terms and Conditions of Sale (construed
in accordance with the laws of the State of Victoria) shall apply to all
product sales by ISA. No variation to these General Terms and Conditions
of Sale which the Buyer seeks to introduce shall be
effective unless expressly agreed by ISA in writing.
3. QUOTATIONS: ORDERS
(a) All quotations given by ISA are subject to withdrawal or variation
by ISA at any time prior to acceptance by ISA of the Buyer's order.
(b) No Buyer's order shall be binding on ISA until accepted by ISA. No
provisions of the Buyer's order shall, where there is an inconsistency
between them and these Terms and Conditions, override the provisions of
these Terms and Conditions.
4. PRICE
(a) The Buyer shall pay to ISA that price calculated in accordance with
ISA's quotation, the Buyer's order and ISA acceptance of the order.
(b) ISA will invoice the Buyer upon delivery and the Buyer shall, unless
terms of credit have been arranged expressly in writing, pay ISA at delivery.
(c) All prices quoted by ISA are ex ISA's warehouse unless otherwise expressly
noted in writing.
5. DELIVERIES
(a) The Buyer shall give delivery instruction in its order. ISA will arrange
for delivery as nearly in accordance with Buyer's delivery instructions
as possible. The costs incurred by ISA in freighting product from its
warehouse in accordance with the Buyer's delivery instructions shall be
borne by the Buyer in addition to the price referred to in Clause 4 above.
ISA reserves the right to select the carrier and method of carriage, in
all cases.
(b) Any times quoted by ISA for supply and delivery are estimates only.
The Buyer shall not be relieved of any obligation to accept or pay for
product by reason of any delay in supply or delivery.
(c) ISA reserves the right to supply or deliver by instalments, and each
instalment shall be deemed to by sold under a separate contract. Failure
to supply or deliver any instalment shall not entitle the Buyer to repudiate
the order.
(d) From the time of delivery to Buyer the risk of any loss or damage
to or deterioration in product form whatever cause shall by borne by the
Buyer, subject to the provisions of Clause 10.
6. LIMITATION OF LIABILITY
6.1 Subject only to any non-excludable provisions of the Australian Trade
Practices Act 1974 or any similar State or Territory legislation in effect
in the State or Territory in which the product is sold by ISA to the Buyer:
(a) ISA gives no warranty whatsoever in relation to product sold by it
to the Buyer, whether in regard to the quality of the product, fitness
of the product sold for any particular purpose or the compliance of the
product 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 Buyer's placing of an order for
the product with ISA) or otherwise.
(b) The liability of ISA to the Buyer arising from the supply of product
by ISA to the Buyer and from the agreement pursuant to which the product
is so supplied shall, whether the liability arises for breach of contract
or at common law, including the law relating to negligence by ISA, or
under statute or otherwise, be limited to the supply by ISA of replacement
product at no additional charge, or the refund of the price paid by the
Buyer for the unit of product giving rise to the liability, whichever
ISA shall deem appropriate. In no case shall ISA incur liability for any
indirect or consequential loss or damage suffered by the Buyer, including
loss of profit damage to property or personal injury, arising from that
supply or that agreement.
6.2 If the Australian Trade Practices Act 1974 or any similar State of
Territory legislation implies conditions or warranties in relation to
this Agreement which may not be excluded, then to the extent lawfully
permitted under Section 68A of the Australian
Trade Practices Act 1974 or under the similar State or Territory legislation,
ISA hereby limits its liability for any breach of those conditions or
warranties in the manner expressly set out in Section 68A or under similar
State or Territory legislation.
7. LIENS
In addition to any lien to which ISA may by statute or otherwise be entitled,
ISA shall, in the event of the Buyer's insolvency, bankruptcy or winding
up, be entitled to a general lien on all money, property or goods belonging
to the Buyer then in ISA's possession to the extent of the unpaid price
of any product sold to the Buyer by ISA.
8. WAIVER
Failure by ISA to insist upon strict performance of any term or condition
herein shall not be deemed a waiver thereof or of any rights ISA may have
and shall not be deemed a waiver thereof or of any subsequent breach of
any term or condition.
9. TECHNICAL ASSISTANCE
Subject to Clauses 6.1 and 6.2, it is expressly agreed that if ISA provides
to the Buyer technical advice or assistance, then no liability for loss
or damage suffered whether directly or indirectly by the Buyer in consequence
of its reliance upon that technical advise or assistance shall attach
to ISA, whether that loss or damage arises for breach of contract or at
common law, including the law relating to negligence by ISA or under statute
or otherwise, and whether arising directly, indirectly or consequentially.
10. PASSING OF TITLE
(a) Subject to Clause 5(d) and 10(b), title and property in product delivered
by ISA to the Buyer shall not pass to the Buyer until payment in full
for the product has been received by ISA. Until such payment has been
received by ISA the Buyer shall hold the product as bailee for ISA.
(b) The Buyer may sell and deliver the product to a third party in the
ordinary course of business, provided that should ISA so require it then
the Buyer will assign to ISA its rights in respect of the sale price therefore.
(c) The Buyer hereby grants ISA the right to bring legal proceedings in
the name of the Buyer to recover moneys owing to the Buyer for sale of
the product by the Buyer. Any money recovered by ISA in such proceedings
shall be retained by ISA to the extent of the amount owing by the Buyer
to ISA for product supplied, and the costs of the proceedings.
11. SOFTWARE PRODUCTS:
PROPRIETARY RIGHTS
Where the product supplied by ISA to the Buyer is computer software, then:-
(a) ISA, in supplying the product is, or is acting as a licensee of, the
manufacturer of the product, and
(b) The Buyer, in purchasing the product, acquires only ownership of the
physical media upon which it is recorded (for example, a diskette) and
the right to use the product in the terms of the licence accompanying
the product, but does not acquire ownership of the intellectual property
comprising the product, and
(c) The Buyer agrees to comply with all of the terms and conditions of
the licence accompanying the product, and in particular those relating
to:
i) restriction upon copying of the product; and
ii) restriction upon the customer hardware upon which the product may
be used, and
(d) If the Buyer is re-supplying the product, then it shall re-supply
the product in the same packaging in which ISA supplies to it, it shall
ensure that end users of the product comply with the terms and conditions
of the licence accompanying the product, and it will notify ISA of any
violation or threatened violation of the terms and condition of that licence.
12. PRODUCTS SUPPLIED
FOR EVALUATION
(a) From time to time ISA may supply product to a party for evaluation
by that party as to whether or not he or it will purchase the product.
(b) Where product is so supplied, then all of these General Terms and
Condition of Sale shall apply as if the party receiving the product had
purchased the product save that the particular evaluation arrangements
shall apply in lieu of the provisions of Clause 4 (Price).
(c) In the case of product supplied for evaluation, Clause 4 shall take
effect at the expiration of the period allowed for evaluation if the product
is not returned to ISA in accordance with Clause 12(d) within the period
allowed for evaluation and the price for the product shall be ISA's standard
list retail price for the item of product supplied.
(d) Product supplied for evaluation may only be returned to ISA if:-
i) It is returned to ISA in perfect condition, and
ii) it is returned to ISA within the period
13. FORCE MAJEURE
ISA shall not be liable for any failure by it to perform this Agreement,
or for any loss and damage suffered by the Buyer in consequence thereof
which failure arises from any cause whatsoever beyond the control of ISA,
including (but not being limited to) delays in shipping or wharf handling,
accidents at sea, fire or other accident, strikes or other labour disputes,
inability of ISA's supplier to deliver materials or finished products,
any computer virus introduced by a third party to the product supplied
by ISA to the Buyer, or any law, proclamation, regulation or ordinance
or any government agency.
Intelligent Systems Australia
Pty Ltd
ABN 50 054 830 947
PO Box 635
Cockatoo VIC 3781
Tel: (03) 5968 0117 Fax: (03) 8080 1689
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