We, and similar expressions, refer to Recolitus Managed Network Services (ABN 53 125 044 920) and any related or associated body corporate. You, and similar expressions, refer to you, our customer or proposed customer.

1.     Quotations. Any quotation we provide is not an offer capable of acceptance. Quotation means a quotation in writing and signed by one of our authorised officers and valid only for the specified days. A price estimate provided orally is not a quotation.

2.     Order acceptance. We are not obliged to accept any orders from you. If you do place any order with us, then it becomes binding from the moment that we accept the order even if we do not tell you that it has been accepted.

3.     Price. Our list prices ruling at the date that we accept a particular order apply to that order and that applies even where your order is pursuant to a quotation from us. The only exception is where you are placing the order pursuant to a specific quotation from us, where the quotation specifies that the prices remain current for a particular period and you place your order inside that period. In that case, the quoted pricing applies subject to the other conditions set out below.

4.     Pricing ex-warehouse. Our prices are for delivery ex-our nominated warehouse and you are responsible for taking delivery at that place. References below to delivery must be interpreted accordingly.

5.     Price Variations. We may increase the applicable price for any particular item of goods ordered by you, to cover the full amount of any increase in our external costs for that item arising after the date that we accepted your order; unless a valid quote has been issued by us. External costs include but are not limited to the dollar amounts of increases in our cost of obtaining supply or in freight or insurance costs or in associated taxes or indirect taxes (including but not limited to customs duties and stamp duties and including new or increased taxes and the like, but excluding any tax calculated on net profit) or storage, packaging or preparation costs and any increase in our costs due to exchange rate variations (calculated by reference to changes in our cost of obtaining appropriate foreign currency amounts from our bank).If an incorrect charge has been made for goods or services supplied, you must advise us in writing within 7 days of receipt of an invoice. Any claim made, in relation to goods supplied by us, after 30 days of the invoice date will not be accepted.

6.     Time for payment. You must pay us the applicable price for goods immediately the goods are available for you to take delivery, whether or not you actually then take delivery. The only exception is where we have agreed to credit terms for you for the particular order, in which case we will invoice you for the price as soon as the goods are available for you to take delivery and you must pay us the price within 7 days of the date of the invoice. Except where we have agreed to credit terms for you for the particular order, you must pay us in advance on our request the full amount of the anticipated price, and we will not order the goods or prepare them for delivery until we have received your pre-payment as cleared funds. We may apply any pre-payment or deposit from you towards the price, as soon as the price becomes payable.

7.     Postponement of delivery. If you request that we postpone a delivery, we may immediately or at a later date pack, hold and invoice that part of the goods as if then delivered. You agree to pay (on our request) any storage charges that we incur, and on and from that time the goods will be at your risk, although they remain our property until full payment is made.

8.     Supply by instalment. We may supply the goods in a particular order, by way of separate instalments. In that case, each instalment is deemed to be supplied under a separate order which is subject to these trading conditions.

9.     Credit. We may decide to give you credit, but we are not obliged to do so merely because we accept a credit application from you or because we have previously given you credit under an arrangement which has expired or been terminated. If we do allow you credit terms, then you remain bound by these trading conditions and the credit terms are subject to any additional conditions that we set when we notify you of the approval of credit terms. We may decline to give you further credit at any time. If we do decline to give credit, that does not affect the conditions which apply to any amounts which you then owe to us.

10.   Representations in relation to credit approval. Any credit terms that we extend to you are granted subject to the essential condition that you have made complete disclosure to us in your credit application of all material information relevant to our decision to extend credit and also kept us promptly informed of any material adverse change in your financial or business circumstances or of the matters of fact specified in your credit application. Should your approved Credit Account be inactive for 12 months, or more; credit terms will then lapse and you will need to provide RMNS with new relevant information on request, for the account to be reactivated.

11.   Overdue payments. If any amount you owe us is not paid within 7 days of the due date, then at our election all money that you owe us on any account becomes immediately payable despite any previously agreed credit conditions. In that case, we may also suspend supply or terminate any outstanding orders (including part orders). You must pay us interest at 3% above the rate set by the Commonwealth Bank of Australia on overdrafts in excess of $10,000 per annum on any overdue amounts. Interest is calculated from the date of delivery (or when the particular goods were available for delivery), on outstanding balances up to and including the day of payment or (if that is not a normal working day for us) up to our next normal working day. Accruing interest is calculated and compounded daily.

12.   Securities. Our rights are not limited by, or because of, any guarantee, indemnity or security that we hold in connection with your obligations.

13.   Packaging. Unless otherwise expressly agreed by us in writing, packaging (if any) will be provided only in accordance with our standard practices from time to time. If we agree to any additional or special packaging for you, then you must pay us extra calculated at our ruling rates.

14.   No right of cancellation. We are not obliged to accept cancellation of any order once accepted, or the return of any goods once delivered. However, although we do not commit to do so, we may agree to accept a cancellation or return where the goods are standard goods that we normally carry in stock. We are not bound by any decision to accept a cancellation or return except where we have issued a Return of Materials Authorisation, and then only as specified in the particular Authorisation. Subject to what maybe specified in the particular Authorisation, goods being returned must be accompanied by a copy of the relevant Authorisation; must be returned within 30 days of delivery; and must be returned in the same packaging and condition as when delivered. Where we do accept a cancellation or return of goods, you must pay a cancellation and re-stocking fee in an amount equalling up to 10% of the full original price for the particular goods. We may offset the fee against any credit and issue you with a credit note or refund (as we choose) for any balance.

15.   Your materials. You warrant as an essential condition that there will be no infringement of the rights of any third party caused by you supplying us with, or us acting on, any design, specification, instructions or other materials supplied by you in connection with any particular order. You must indemnify us against any liability arising out of any breach of that warranty.

16.   Intellectual property rights. Nothing in our dealings with you will confer any express or implied right on you in relation to any of our intellectual property and you must be aware that we do not have the right to grant you any express or implied rights in relation to the intellectual property of any manufacturer or other third party. Where expressly or by implication a manufacturer intends or might be presumed to intend that you have rights to use firmware or software which comes with particular goods supplied by us that have been paid for by you, you will have our tax invoice as evidence to support your claim to those rights, but ultimately that is a matter between you and the manufacturer.

17.   Manufacturers’ warranties. We will use our reasonable endeavours to assist you to obtain the benefit of any guarantee or warranty offered by the original manufacturer or supplier of any goods that we supply to you.

18.   Sale by description. We sell goods sourced from manufacturers and other suppliers and sell to you based on description. You decide what purpose to use those goods for or for which to resupply those goods. Any performance figures or specifications or the like that we provide, are approximations provided by us in good faith based on advice from the relevant manufacturer or supplier to us. They do not represent any endorsement by us or reflect any independent assessment by us, and are provided only for general guidance. A particular performance figure or specification must be interpreted after allowing an approximation tolerance and even then may not be obtainable or applicable in all circumstances.

19.   Spare parts. We are not in a position to offer any assurance that spare parts or service will be available for particular goods. We are not liable if we are unable to obtain spare parts, or to provide service, for particular goods supplied.

20.   Estimated delivery times. Delivery times are estimates only and we are not liable for minor delays in delivery.

21.   Unexpected delay. This condition applies if something happens which is beyond our reasonable control which makes it impossible, more difficult or more expensive for us to perform our obligations in our usual way. In those cases, we may wait until it is again possible for us to perform our obligations in our usual way without additional difficulty or expense and we are not liable for any delay (or failure to deliver) which results. Without limiting those general words, that applies where we have problems due to accidents, strikes, transport difficulties or unavailability or shortages of stock.

22.   Exclusion of implied conditions. The law implies various terms, conditions and warranties which might apply to us supplying goods or services to you. We exclude all of those terms, conditions and warranties, and any other terms, conditions and warranties which might otherwise have been implied by custom or otherwise, to the fullest extent permitted by law. We give no guarantees or warranties. However, see also the following condition.

23.   Trade Practices Act etc limits. Provisions of the Trade Practices Act and other statutes in some cases either cannot be excluded, restricted or modified; or can only be restricted or modified to a limited extent. If any such provision does apply, then to the extent permitted by law our liability under that provision is limited as follows. Our liability in relation to goods is limited at our option to replacement of the goods or the supply of equivalent goods; or repair of the goods; or payment of the cost of replacing the goods or of acquiring equivalent goods; or payment of the cost of having the goods repaired. Our liability in relation to services is limited at our option to the supplying of the services again; or the payment of the cost of having the services supplied again.

24.   Other damages claims excluded. We are not liable for any damage for breach or negligence or otherwise, except as stated. Damage includes lost profits, lost savings, lost time, loss of or damage to goodwill, loss of or damage to data or records, and claims made against you by others. Also, we are not liable for any loss or damage, even if connected with default or negligence by us, to the extent that the loss or damage was caused or contributed to by your own negligence or by the negligence of others.

25.   Sub-contracting. We may sub-contract the whole or any part of our obligations to supply you with goods and or services.

26.   Ownership passes to you on payment. We remain the owner of all of the goods covered by an order until you have paid the full price for those goods plus any associated charges. Payments by cheque do not count until we receive payment on the cheque. Until you become the owner of particular goods, we may enter into any premises or vehicle if we have reasonable grounds to expect that we may find any part of the goods there. If you default in paying any part of the price or associated charges in connection with an order we may re-take possession of the goods supplied under the order. That applies even if we hold some negotiable instrument or security for the amount unpaid. If you resell any of the goods (even if mixed with other goods) before becoming the owner, you are acting as our selling agent although only to the absolute minimum extent necessary to protect our ownership. Until you become the owner of particular goods, you must store those goods separately from all other goods and in such a way as to allow the particular goods to be identified and to allow them to be identified as our goods. If any such goods, despite us remaining the owner, are sold by you or are the subject of any insurance claim, then the proceeds of sale or from any insurance claim belong to us. These provisions apply even if we have agreed to extend you credit in relation to the supply of the particular goods. No provision of this clause is intended, nor shall it constitute a charge in respect of the Goods supplied under the contract or in respect of any monies paid to you by any of your customers purchasing such Goods. If any provision of this contract creates a charge over the Goods supplied or monies paid to you by any of your Customer purchasing such goods, or shall be found to be void or unenforceable for any other reason, then that provision shall be severed and excised from the contract and the remainder of the provisions shall be read and construed as if the severed and excised provision was not part of the contract

27.   Responsibility for goods once they leave our premises. We are responsible for goods only whilst the goods remain on our premises. Once goods leave our premises and accepted by you or your agent upon delivery, you are responsible for them and from then, they are at your risk. We strongly recommend that you arrange to insure the goods for their full reinstatement value from that time and make sure your insurer is aware that ownership still will not pass to you until payment (see above).You must inform us of any short shipments within 7 (Seven) days of taking delivery of goods shipped by us to you or your agent; Any claims for discrepancies in shipment made after 7 days of delivery will not be considered. Acceptance of Goods: Once you take delivery of goods supplied by us, you acknowledge that all of our Trading conditions are applicable and supersede any conditions or terms contained in your purchase order.

28.   Default. In addition to our right of termination where a payment is overdue (see above), we also have the right to terminate all outstanding orders we have accepted from you if you fail to remedy any breach of your obligations within 7 days of a written notice from us that specifies the obligation and requires you to remedy the breach or observe the obligation (as the case requires), or immediately if an event of insolvency occurs in relation to you. If we duly terminate an outstanding order, you remain liable for (and we may recover from you) loss of bargain damages and also damages in respect of the breach on which termination was based. Event of insolvency means the happening of any of these events in relation to you – you becoming an insolvent under administration, or an externally-administered body corporate, for the purposes of the Corporations Act, or any application is made or other action taken which could result in that circumstance; or you are or state that you are insolvent or unable to pay your debts as they fall due; or you cease to carry on your business or any material part of it, or threaten to do so; or any writ of execution, garnishee order, Mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any of your assets; or if you are a body corporate, you are taken to have failed to comply with a statutory demand under the Corporations Act; if you are a body corporate, you enter into, or resolve to enter into, a scheme of arrangement or composition with, or assignment for the benefit of, or for any class of your creditors, or propose a reorganisation, moratorium or other administration involving any of them (except for a bone fide reconstruction or amalgamation while solvent); or if you are a body corporate, you resolve to wind yourself up, or otherwise dissolve yourself, or give notice of intention to do so (except for a bone fide reconstruction or amalgamation while solvent); or anything analogous or having substantially similar effect to any of the circumstances or events specified above, happens in relation to you under the law of any applicable jurisdiction.

29.   Certificate of debt. You are bound by any certificate signed by any of our directors or solicitors which shows any amount or calculation relevant to what you owe us. The only exception is where you can prove the certificate is wrong.

30.   Finance company arrangements (if any). If you wish to lease or to finance the purchase of goods from us through a financier then our trading conditions still apply (with only the minimum changes necessary) between you and us. Our trading conditions still regulate our rights, obligations and liabilities both to you and to the financier and you must indemnify (protect) us against any claim to the contrary by the financier.

31.   No representations. We do not intend you to rely on any statement or representation by us or by anyone on our behalf, in relation to any goods and or services supplied or to be supplied by us, unless we have provided the statement or representation in writing addressed to you and signed by one of our authorised officers, stating expressly that the statement or representation is to apply to the particular transaction despite this condition.

32.   Variation. These conditions can only be varied by a Recolitus Managed Network Services authorised officer or delegated officers, signing a document which states the variation, and the transaction to which the variation applies.

33.   Governing law. These conditions are governed by and are to be interpreted according to the laws in force in Victoria. You and we submit to the non-exclusive jurisdiction of the Courts of Victoria.

34.   Waiver. We do not waive any right, power, privilege or remedy because of any failure, delay, relaxation or indulgence on our part.; nor does any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of that or any other right, power, privilege or remedy. No waiver is valid or binding on us unless in writing, duly signed by one of our authorised officers.

35.   Blanks. We may complete blanks, and correct any obvious errors, in any documentation relating to an order.

36.   GST. Anything we might have said to you about GST in connection with these conditions was only intended to reflect our current understanding and may not have been applicable in your particular circumstances. We recommend that you obtain and only rely on your own independent expert advice in relation to GST in particular. GST, tax invoice and taxable supply in these conditions have the meanings defined in A New Tax System (Goods and Services Tax) Act 1999 as may be amended or substituted from time to time. If those definitions are repealed, then those words have the meanings defined for such comparable terms as we may reasonably identify in any comparable legislation. All of our prices and charges are stated exclusive of GST, unless specifically stated otherwise. Despite anything else in these conditions to the contrary, to the extent that we are liable to pay GST in connection with any taxable supply pursuant to these conditions (the affected supplies) (a) We may add to each of the amounts payable by you for the affected supplies, an allowance in respect of GST as reasonably calculated by us (for past, present or future GST liabilities) and you must pay us the higher amount which results. (b) Any amount payable under these conditions, including an amount payable because of the previous provisions, remains payable whether or not there is disclosure of any amount included on account of GST. (c) We must comply on demand with our obligations in relation to the issue of any relevant tax invoice to you.

37.   Information and privacy arrangements. We may collect personal information in connection with our dealings with you. If so, we will abide by our privacy policy. A copy of that policy is available on our website http://www.rmns.com.au or, if you require, please ask for a copy.

38.   Allocation of receipts. We may apply any payment we receive from you, or on your behalf, to and between any amount that you owe to us or any account you have with us, as we choose.

Recolitus Managed Network Services.
PO Box 6100, Croydon North VIC 3136.
Suite 1, 37 Alice Street, Croydon North VIC 3136

Issued 01 January 2010, (Revision 2.1)