Unless otherwise agreed in writing by the parties, all products (including hardware and software) and services supplied by Canon Business Services Australia Pty Ltd (CBSA) to the Customer are subject to these Terms and Conditions of Supply (Terms).
a) All orders and requests for products or services must be in writing.
b) Any quotation provided by CBSA is given without any obligation. A binding obligation on CBSA to deliver products and services only arises when CBSA accepts the Customer’s order for those products or services in writing.
c) Subject to Australian Consumer Law, CBSA will not accept cancellation of accepted orders or return of products for credit or exchange unless its authorised officer agrees in writing.
d) Each order is as a separate binding agreement between CBSA and the Customer and these Terms apply to it.
a) The Customer must pay the full amount invoiced by CBSA. Unless otherwise agreed before delivery, services are charged at CBSA’s time and materials rate current at the time of order.
b) The Customer must pay all invoices within 30 days of invoice date.
c) If products or services are supplied in instalments, each instalment is deemed the subject of a separate agreement on these Terms.
d) If payment is not made when due, CBSA may, at its discretion:
i) discontinue future supply of products;
ii) suspend the supply of services;
iii) charge interest on the unpaid amount at the rate of 5% above the current 90 day BBSW Rate per annum calculated daily, available at www2.asx.com.au/connectivity-and-data/information-services/benchmarks/benchmark-data/bbsw; and
iv) (where applicable) withdraw any credit.
e) The Customer must not set-off any sums payable against any claims it may have against CBSA under these Terms or otherwise.
f) Without prejudice to its other rights and remedies, CBSA has the right, at its discretion, to refuse an order, continue or suspend supply if the Customer:
i) becomes insolvent;
ii) (where applicable) exceeds any credit limit specified by CBSA; or
iii) is otherwise in breach of these Terms.
a) All prices quoted by CBSA are exclusive of GST and all other applicable taxes, duties and levies, unless stated otherwise.
b) If any supply under this Agreement:
i) is a taxable supply (as defined in the GST Act), the party making the supply may, in addition to any payment for the supply, recover the amount of the GST applicable to the supply. Any amount of GST payable for a supply is payable at the same time as the payment for the supply to which it relates; and
ii) attracts any other tax, duty or levy that starts after the date of these Terms and CBSA is required to pay such tax, duty or levy, the parties will negotiate in good faith to agree an outcome that does not result in a reduction of the Price as a result of the tax, duty or levy, except to the extent required by law.
a) CBSA provides no warranty for any products or services supplied, apart from written warranties provided by the original manufacturer or vendor of products, including software. To the maximum extent permitted by law, CBSA expressly disclaims any and all other additional warranties expressed or implied, in relation to fitness for particular purpose, acceptable quality or otherwise.
b) Any liability CBSA may have for any failure to comply with a consumer guarantee imposed by the Australian Consumer Law or any condition or warranty implied into an agreement by legislation that cannot be excluded is not excluded, but to the extent the law permits is limited to (at CBSA’s option):
i) in the case of the Products, any one or more of:
(1) replacing the Products or supplying equivalent Products;
(2) repairing the Products;
(3) paying the cost of replacing the Products or of acquiring equivalent Products;
(4) paying the cost of repairing the Products; or
ii) in the case of the Services:
(1) re-supplying the Services;
(2) paying the cost of re-supplying the Services.
c) Neither party is liable for any of the other party’s lost management or other staff time, loss of actual or anticipated profit, revenue, savings, use, production, opportunity, contracts, interest or good will or any consequential, indirect, incidental or special loss or damage or expense, even if it was reasonably foreseeable.
d) c)d) The liability of a party will be reduced proportionately to the extent the other party’s act or omission or any failure by the other party to comply with its obligations under these terms causes or contributes, directly or indirectly, to the loss or damage for which the first party is liable.
a) CBSA retains title in products until all sums owing to CBSA are paid.
b) Until title passes to the Customer:
i) the Customer must not authorise or pledge, credit or create any lien, mortgage, charge security interest or encumbrance on the product or proceeds; and
ii) CBSA may take possession of the products (after notifying the Customer of its intent to do so) or its proceeds. The Customer must ensure CBSA has access to products at all times to exercise its rights.
c) Risk in products passes to the Customer on delivery, which will be effected when the products are released to a third party carrier.
d) In-transit insurance is the responsibility of the Customer. If requested in writing, CBSA may arrange in-transit insurance at the Customer’s expense.
e) Unless otherwise stated, delivery is to the Customer’s address stated on the order.
f) Any delivery times CBSA specifies are only estimates and CBSA is not liable for delay in delivery for any reason.
g) If there is a shortage of, or damage to products during delivery, the Customer must notify CBSA within 14 days of delivery or the delivery is deemed accepted as complete and undamaged.
h) CBSA is not liable for any claim where the damage or loss is due to the Customer’s acts, omissions or negligence, including misuse, inappropriate storage, handling conditions or accident.
i) If the ordered products or services become unavailable, CBSA may substitute similar products (of no lesser performance) to those ordered with prior notice.
a) The Customer agrees to grant a security interest in CBSA’s favour in respect of any products and its proceeds, and to secure payment to CBSA for all amounts payable under these Terms.
b) The Customer must do all things reasonably necessary to enable the perfection, re-perfection, and maintenance of perfection of the security interest the Customer grants CBSA, allowing CBSA the right to enter premises under Customer control and re-take possession of property.
c) To the extent permitted by law, Customer agrees to waive its rights to receive any notice that is required by any provision of the PPSA, including a notice of a verification statement under section 157 of the PPSA.
d) To the extent permitted by law, Customer agrees for the purposes of sections 115(1) and 115(7) of the PPSA:
i) CBSA does not need to comply with sections 95, 123, 125, 130, 132(3)(d) or 132(4); and
ii) Sections 142 and 143 are excluded.
e) If CBSA enforces a security interest granted under these Terms, CBSA may apply any surplus to any other debt Customer may owe to CBSA under any other agreement.
f) The parties agree not to disclose information of the kind described in section 275(1) of the PPSA except in the circumstances required by sections 275(7)(b) to 275(7)(e) of the PPSA. Unless otherwise agreed by CBSA, Customer agrees it will only authorise the disclosure of information under section 275(7)(c) or request information under section 275(7)(d).
a) In this clause:
i) Customer Content means the content or data the Customer provides to CBSA; and
ii) Customer Environment means the any system, software, network or application belonging or being used by the Customer.
b) The parties agree all Customer Content vests in and remains the Customer’s property and CBSA will not obtain any interest in Customer Content and will not access or use it for any purpose except to provide the agreed services.
c) The Customer indemnifies CBSA and its officers, employees and agents (Indemnified Parties) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of the Indemnified Parties, arising from any claim or proceedings alleging that the Customer Content or the Customer’s Environment infringes any law.
a) In this clause, IPR means all intellectual property rights, whether registered or unregistered including patents, copyright, rights in circuit layouts, designs, trademarks, processes, formulate, technology, systems reports, drawings, specifications, software (including source codes and object codes) discoveries, inventions, improvements, trade secrets, technical data, research data and logos.
b) Ownership of any IPR in any item will not be transferred or assigned from one party to the other merely by virtue of the other party’s use.
c) To the extent CBSA is the owner of the IPR in any products or services, CBSA grants to the Customer a non-exclusive, royalty-free licence to use the products or services for its own internal purposes.
d) Where products or software contain any items in which IPR are owned by a third party, Customer may be required to enter into a separate end user agreement or third party licence agreement with the vendor.
e) All CBSA’s system designs and copies of them are protected by copyright and must not be copied or distributed without CBSA’s written permission.
a) In this clause, Confidential Information means information in any form or media relating to a party’s business and operations, including commercial, financial and legal information, customer information, employee records, products, services, pricing, know-how and concepts.
b) Each party agrees to keep confidential all Confidential Information of the other party with at least the same degree of precaution and safeguards it uses to protect its own Confidential Information, but in no case less than reasonable care.
c) A party must immediately on request, return or destroy all the other party’s Confidential Information it possesses or controls, whether in written or electronic form and all copies.
a) Customer acknowledges CBSA is committed to ensuring compliance with the Modern Slavery Act 2018 (Cth). Canon Oceania Group’s annual modern slavery statement is available at https://modernslaveryregister.gov.au.
b) Customer will comply with all applicable anti-slavery and human rights related laws including the Modern Slavery Act 2018 (Cth) and take reasonable steps to ensure each of its subcontractors directly involved in the provision of services also comply with such laws.
c) Customer will notify CBSA as soon as possible of any confirmed instances of modern slavery and actions taken to remedy the issue.
a) A party’s obligations (other than for payment of fees) are suspended during the continuance of any event not within its reasonable control, including labour dispute, strike, lockout, acts of God, acts of civil military authority, priority, fires, strikes, floods, epidemics, quarantine, restrictions, war, riot, product and component availability, constraints and delays in transportation (Force Majeure Event).
b) If there is a Force Majeure Event, the affected party will notify the other party as soon as reasonably possible.
c) If the Force Majeure Event continues for more than 6 weeks, either party may, by written notice, cancel an order but without prejudice to any rights either party has in respect to any monies owing as at the cancellation date or otherwise due to breach of these Terms.
a) A party may subcontract any of its obligations under these Terms with prior notice.
b) Neither party may novate or otherwise assign any right arising out of these Terms without the prior consent of the other party, unless to a related body corporate, as defined in the Corporations Act 2001, with notice.
c) A party’s failure to enforce any of these Terms will not constitute a waiver of them or affects its right to enforce them.
d) This Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of its courts.
