Terms & Conditions

Definitions

 Customer terms These terms and any documents referred to in them constitute the entire agreement about ACME Pacific Exchange Pty Ltd (ACME)’s supply on the products and services to customers.

 Customer means the person or company  Products means any product supplied to customer.

 Sales Contract means any sales contract or distribution agreement entered into by customer and ACME Pacific Exchange Pty Ltd. ABN No. 79 289 085 119, hereinafter referred as ACME  in respect of the products and services supplied to customer in which these terms are deemed to be incorporated.

 ORDERS All orders for products placed by customer must be made in accordance with ACME’s order policy as amended by ACME and are subject to acceptance by ACME and no order will be deemed to have been accepted by ACME unless Products are supplied or back ordered. ACME may reject any order placed by customer if there is an insufficient supply of products. ACME will not be bound by any terms attaching to customers order and unless those terms are expressly agreed to in writing by an authorized representive of ACME, customer agrees that those terms are hereby excluded.

 PAYMENT is required against delivery of the products to customer unless agreed by an authorized officer of ACME. If customer fails to make payment, after demand for payment by ACME, all amounts owing by customer to ACME, on any account will immediately become due and payable together with legal costs of enforcement.

 If the payment remains outstanding for 30 days or more, services of ACME’s debt collectors will be initiated without any notice to Customer. A fee of 20% of total owing will be charged towards the debt collection service. Additionally, Customer will be liable to pay interest on any overdue amount at the annual rate of 18%. Interest will accrue daily from the date payment became over due until ACME receives the payment in full. Customers shall pay the full amount due to ACME under this clause and shall not deduct from that amount any tax in relation to purchase of the products. Customers shall reimburse ACME for any taxes ACME pays on its behalf.

 Delivery times advised to customers are estimates only and ACME will not be liable for any loss, damage or delay suffered or incurred.

 Part deliveries ACME may make part deliveries of any order and each part delivery will constitute a separate supply of the products upon these terms.

 Service Delivery – All services delivered will be deemed satisfactory unless the client advises ACME in writing within 7 days of completion and payment will be due in full. Liability of any unsatisfactory work shall be limited to the value of the work performed and it is specifically agreed that ACME shall not be liable for any consequential loss (including any claims by third parties) or for any loss to the client referable to the work carried out by ACME.

 Software - To the extent that a product supplied under these terms is a software product then the product will be supplied subject to the terms and conditions of the relevant license applicable to it. Software license agreements may be packaged with software or may be separate. When the term supply is used in these terms refer to a software product, such term means the sale and purchase of the license to use that software product.

 Warranty – All hardware computer products are covered by manufacturers limited one year warranty covering parts and labour on back to base basis. Software, Firmware issues on products whether installed by ACME or otherwise are not covered under warranty. Any reconfiguration or re installation of software required as a result of hardware malfunction is not covered under warranty. On Site service is not covered under warranty.

 Inspection and Acceptance In case of all products ordered (other than software products) the customer must inspect such products upon delivery to customer’s premises or in the case of software products test or inspect such software products upon those products being authorized by ACME for downloading by customers and must within 7 days of delivery or downloading as the case may be give written notice to ACME of any matter or thing by which customer alleges that the products do not accord with customers order. Permitted by law the products will be deemed to have been accepted by customer.

 Title and Risk Products supplied by ACME to customers will be at risk immediately upon delivery. Customer must maintain with reputable insurance company insurance for the products at its own cost against all risks, note ACME’s interest on the insurance policy and produce a certificate of currency of the insurance effected by customer to ACME upon request. Risks in the products will remain with customers at all times unless ACME retakes possession of the products. Title in the products  supplied by ACME to customer will not pass to customer  and will remain the absolute property of ACME until such time as ACME has been paid by customer all monies due and owing to it by the customer in relation to any account. Customers must properly segregate and store the products in such manner as to clearly indicate that they are the property of ACME. Customers may sell the products and keep records of the products in the ordinary course its business as fiduciary agent for ACME and customers agrees to deposit all proceeds of any such sale including any proceeds from any insurance claims in a bank account and hold the monies on trust for ACME and shall immediately account for such proceeds to ACME. If customers have breached these terms or the terms of any relevant sales contract customer authorizes ACME at any time to enter onto any premise upon which ACME products are stored to inspect the product and/or reclaim the products.

 Force majeure If the performance of ACME’s obligations under these terms or any relevant sales contract is prevented, restricted or affected by force majeure including strike, lock out, raw material shortage, breakdown of plant transport or equipment or any other cause beyond the control of ACME, then ACME will give notice of such cause to the customer and after 60 days from the receipt of such a notice, either party may terminate the contract without penalty.

 CUSTOMER’S CANCELLATION Unless otherwise agreed in writing by an authorized officer of ACME customers may not cancel an order which has been accepted by ACME. If customers’ right of cancellation is agreed to by an authorized officer of ACME in writing the right must be excised within 7 days. Unless otherwise agreed between customer and ACME upon cancellation prior to shipment any deposit paid by customer will be forfeited to ACME.

 Liability to the extend permitted by law ACME will not be liable to customer or any other person under any circumstances of any loss or damage whether directly or indirectly due to negligent act or omission or willful misconduct of ACME or its employees or agents or due to supply, performance or use of any products or services or any breach by ACME of its obligations under these terms or any relevant sales contract.

 Privacy Customer agrees to ACME collecting, using and disclosing information about customer, to supply the products and services to customer and the management of customers accounts, correct or amend any personal information relating to customers held by ACME which is inaccurate or out of date. ACME will handle customer’s personal information in accordance with relevant laws.

 Intellectual Property The customer agrees that all trademarks, copyright and other intellectual property rights embodied in or in connection with the products and any related documentation, parts or software are the sole property of ACME or its suppliers. Customer must not register or use any trademarks, trade names, domain name, trading style or commercial or design used by ACME or its suppliers in connection with the products. All intellectual property of ACME or its suppliers may only be used by the customer with the express written consent of ACME. Customer will indemnify ACME in against all liabilities damages costs and expenses which ACME may suffer or incur as a result of any work performed by ACME in accordance with customers specifications or as a result of the combination or use of products with other equipment, parts of software not supplied by ACME and which results in the infringement of any intellectual property of any person.

 Confidentiality Customers acknowledges that ACME has disclosed to customer certain confidential information and documentation. Only use the confidential information solely for the purpose contemplated under any relevant contract. Upon the expiry or termination of any relevant sales contracts customer must destroy or return ACME’s confidential information as instructed by ACME.

 General ACME may amend these terms at any time by giving customer notice by mail. Any provisions of these terms which is invalid or unenforceable will be read down to the extent necessary and the remaining provisions will continue unaffected. Customer acknowledges that some products may be controlled under export laws. Customers acknowledge that certain products may be subject to license requirements or other restrictions. Customers may not assign or attempt to assign any of its rights and obligations under these terms. These terms are governed by the laws of the state of New South Wales and the courts of the state of New South Wales shall have exclusive jurisdiction to hear any disputes arising from or relating to this agreement.