Unless otherwise agreed by Forsythes, all goods and services sold by Forsythes IT- Modcoms are subject to these Terms.
Unless otherwise indicated, in these Terms:
“Account” means an approved Forsythes trading account with a Customer;
“Customer” means the person, company, organisation or partnership for whom an Account is opened;
“GST” has the meaning set out in the GST Act;
“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related law;
“Forsythes” means Forsythes Information Technology Pty Ltd (ABN 70 770 826 315);
“Order” means an order for Forsythes goods or services placed by the Customer or their authorised representative;
“Order Confirmation” means a written confirmation of a customer order executed by an authorised representative of Forsythes;
“Prices” means Forsythes’ current recommended standard prices for goods or services;
“Quotation” means a written quotation by Forsythes for the supply of goods or services which may include Special Conditions;
“Special Conditions” means any special terms and conditions relevant which apply to Forsythes’ sale of goods or services; and
“Terms” means these general terms and conditions of sale as amended by Forsythes from time to time.
2 Precedence of Documents
In the event of conflict or inconsistency between these Terms, a Quotation or the Customer’s specifications for goods or services, those documents will be interpreted in the following descending order of priority:
2.1 a Quotation and the Special Conditions (if any); and then
2.2 these Terms; and then
2.3 the Customer’s specifications for goods or services.
3.1 Unless otherwise stated, all Quotations are valid for 14 days from the date of the Quotation. Thereafter, all Quotations are subject to review and reconfirmation by Forsythes IT- Modcoms.
3.2 The prices and delivery lead times set out in a Quotation are based on the quantities of goods or services offered by Forsythes ITModcoms to the Customer in the Quotation. Forsythes IT- Modcoms reserves the right to adjust its quoted prices or delivery lead times if the quantities ordered by the Customer differ from the quantities set out in the relevant Quotation.
4.1 Unless otherwise stated, all Prices set out in Forsythes IT- Modcoms price lists are subject to variation without notice. The Customer acknowledges and agrees that all orders accepted by Forsythes are on the condition that they will be invoiced at Prices current at the date of despatch by Forsythes ITModcoms.
5.1 Subject to clause 5.4, payment terms for Customer Accounts for Forsythes IT- Modcoms Services is strictly 14 days from receipt of Forsythes IT- Modcoms invoice. In all other instances, including all hardware and licensing supply, payment will be strictly COD.
5.2 All Forsythes IT- Modcoms invoices must be paid in full by the Customer without set-off. All disputed amounts must be lodged in writing before due date.
5.3 If Customer payment of an invoice is more than 14 days overdue, Forsythes may stop credit on the Customer’s Account.
5.4 Forsythes IT- Modcoms may agree in writing to alternative payment terms with some Customers subject to such further terms and conditions as Forsythes may at its
6.1 Unless otherwise stated, all Prices (including prices set out in Quotations) are GST exclusive and Forsythes IT- Modcoms may recover from the Customer GST and any duties or taxes which may be imposed on or in relation to any supply of goods and/or services by Forsythes IT- Modcoms to the Customer.
7 Verbal instructions
7.1 Forsythes IT- Modcoms s not liable for errors or omissions arising from acting in accordance with or misinterpretation of the Customer’s verbal instructions concerning Forsythes IT- Modcoms supply of goods or services.
8 Order Confirmation
8.1 Forsythes IT- Modcoms will provide the Customer with an Order Confirmation as evidence of Forsythes’ acceptance of the relevant Order and until such provision, no binding contract between the parties will have been formed.
9 Cancellation of Orders
9.1 Once accepted by Forsythes IT- Modcoms, Orders cannot be cancelled without Forsythes IT- Modcoms prior approval and then only on terms which indemnify Forsythes IT- Modcoms against all costs or losses which arise as a result of such cancellation.
10 Delivery and freight
10.1 Delivery lead times set out in an Order Confirmation are Forsythes’ best estimates only. Forsythes IT- Modcoms will not be liable for any loss, damage or delay suffered by the Customer arising from late delivery of goods or services by Forsythes IT- Modcoms or either party’s nominated carrier. Forsythes will not be liable for any penalty for late delivery.
10.2 All orders despatched will be delivered by the Customer’s nominated carrier or, by Forsythes’ nominated carrier with a freight charge included on the invoice. Unless other arrangements have been made.
11 Insurance and risk
11.1 Unless otherwise agreed, insurance cover will not be arranged by Forsythes IT- Modcoms for delivered goods to the Customer.
11.2 Risk in goods passes to the Customer when the goods are received into the possession of Forsythes’ or the Customer’s nominated
12 Title in goods
Forsythes IT- Modcoms reserves the following rights until ordered goods are paid for in full by the Customer:
12.1 legal ownership of the goods;
12.2 the right to enter the Customer’s premises (or the premises of any associated company or agent where the goods are located)
without liability for the tort of trespass or any resulting damage and re take possession of the goods; and
12.3 the right to keep or resell any goods repossessed pursuant to clause 12.2
13.1 All goods supplied by Forsythes IT- Modcoms are subject to the manufacturer’s warranty (if any) which commences from the date of despatch of goods by Forsythes.
13.2 Except as otherwise provided in clause 13.1 and to the extent permitted by law, Forsythes IT- Modcoms excludes all warranties whether express, implied, statutory or otherwise relating in any way to the subject matter of these Terms.
(a) Subject to clause 13.2, Forsythes’ liability is limited to circumstances where:
(b) If the breach relates to goods:
(1) repairing or replacing the goods; or
(2) paying the cost of having the goods repaired or replaced; and
(c) if the breach relates to services:
(1) paying the cost of having the services supplied again.
Except as may otherwise be provided in these Terms, Forsythes IT- Modcoms will not be liable for:
14.1 any loss of profits or any other consequential loss or damage suffered by the Customer as a result of any defect in workmanship,
material or design of the goods or
14.2 any breach of these Terms by Forsythes or its employees or representatives.
15.1 The Customer may only return goods for replacement or credit with Forsythes’ prior written consent. However, Forsythes IT Modcoms will not accept return of goods made to special or custom order.
15.2 The Customer may return goods if it has requested and obtained a return authority (RA) form Forsythes for the goods.
15.3 All goods returned pursuant to an RA:
(a) must be in original packaging and condition, including all relevant cables, manuals and accessories;
(b) must be accompanied by a detailed fault description including the Customer’s Order number and Forsythes IT- Modcoms original invoice number relating to the goods.
15.4 Forsythes IT- Modcoms may reject returned goods or may charge the Customer a restocking fee if the goods are not in original and saleable condition.
15.5 Forsythes IT- Modcoms reserves the right to reject returns of faulty or damaged goods if Forsythes considers the fault claimed is unjustified after inspection.
16 Master Service Agreement
16.1 In the event the parties enter into a Master Service Agreement (MSA), that MSA will take precedence over these Terms.
17 Force Majeure
In any delay occurs which is beyond Forsythes’ reasonable control (Force Majeure Event):
17.1 Forsythes IT- Modcoms will be entitled to suspend delivery of or to delay the delivery time for an Order for the duration of the Force Majeure Event; and
17.2 Forsythes IT- Modcoms will not be liable for any loss or damage suffered by the Customer as a result of such suspension or delay.
18.1 No variation to these Terms will have any force or effect without Forsythes IT- Modcoms prior written consent.
18.2 These Terms are governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of New South Wales any court hearing appeals from those courts.