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Terms of Trade


1.
DEFINITION
  1.1 “Salesoft CAD Solutions” shall mean Salesoft CAD Solutions Limited, or any agents or employees thereof.
  1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing products and services from Salesoft CAD Solutions.
  1.3 “Goods” shall mean:
    1.3.1 all Goods of the general description specified on the front of this agreement and supplied by Salesoft CAD Solutions to the Client; and
    1.3.2 all Goods supplied by Salesoft CAD Solutions to the Client; and
    1.3.3 all inventory of the Client that is supplied by Salesoft CAD Solutions; and
    1.3.4 all Goods supplied by Salesoft CAD Solutions and further identified in any invoice issued by Salesoft CAD Solutions to the Client, which invoices are deemed to be incorporated into and form part of this agreement; and
    1.3.5 all Goods that are marked as having been supplied by Salesoft CAD Solutions or that are stored by the Client in a manner that enables them to be identified as having been supplied by Salesoft CAD Solutions; and
    1.3.6 all of the Client’s present and after-acquired Goods that Salesoft CAD Solutions has performed work on or to or in which goods or materials supplied or financed by Salesoft CAD Solutions have been attached or incorporated.
    1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
  1.4 “Goods and Services” shall mean all goods, products, services and advice provided by Salesoft CAD Solutions to the Client and shall include without limitation the supply of computer software and hardware and all associated attendances and training services and all charges for time and attendance, insurance charges, or any fee or charge associated with the supply of Goods and Services by Salesoft CAD Solutions to the Client.
  1.5 “Price” shall mean the cost of the Goods and Services as agreed between Salesoft CAD Solutions and the Client and includes all disbursements eg. charges Salesoft CAD Solutions pay to others on the Client's behalf subject to clause 4 of this contract.
2. ACCEPTANCE
  2.1 Any instructions received by Salesoft CAD Solutions from the Client for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
  3.1 The Client authorises Salesoft CAD Solutions to collect, retain and use any information about the Client, for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by Salesoft CAD Solutions to any other party.
  3.2 The Client authorises Salesoft CAD Solutions to disclose any information obtained to any person for the purposes set out in clause 3.1.
  3.3 Where the Client is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4. PRICE
  4.1 Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed to be sold at the current amount as such Goods and Services are sold by Salesoft CAD Solutions at the time of the contract.
  4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods and Services that is beyond the control of Salesoft CAD Solutions between the date of the contract and delivery of the Goods and Services.
5. PAYMENT
  5.1 Unless otherwise agreed the Client will pay Salesoft CAD Solutions 30% of the price on placing the order with the balance to be paid within twenty one (21) days following the date of the installation (“the due date”).
  5.2 If the price is not paid by the due date then Salesoft CAD Solutions, may without prejudice to any of its other rights:
    5.2.1 Cancel the contract with the Customer;
    5.2.2 Charge interest on any amount owing after the due date at the rate of 2.5% per month or part month, such interest compounding monthly;
    5.2.3 Recover any expenses, disbursements and legal costs incurred by Salesoft CAD Solutions in the enforcement of any rights contained in this contract including legal costs on a solicitor and client basis and any debt collection agency fees;
    5.2.4 Recover any Goods where title has not passed;
    5.2.5 Where any orders are cancelled a restocking fee of 20% will apply.
6. QUOTATION
  6.1 Where a quotation is given by Salesoft CAD Solutions for Goods and Services:
    6.1.1 Unless otherwise agreed the quotation shall be valid for ten (10) days from the date of issue; and
    6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
    6.1.3 Salesoft CAD Solutions reserve the right to alter the quotation because of circumstances beyond its control.
  6.2 Where Goods and Services are required in addition to the quotation the Client agrees to pay for the additional cost of such Goods and Services.
  6.3 If items quoted are no longer available Salesoft CAD Solutions reserves the right to recommend equivalent options.
7. RISK
  7.1 The Goods and Services remain at Salesoft CAD Solutions’ risk until delivery to the Client.
  7.2 Delivery of Goods and Services shall be deemed complete when Salesoft CAD Solutions gives possession of the Goods and Services directly to the Client or possession of the Goods and Services is given to a carrier, courier, or other bailee for purposes of transmission to the Client.
  7.3 The time agreed for delivery shall not be an essential term of this contract unless the Client gives written notice to Salesoft CAD Solutions making time of the essence.
  7.4 Where Salesoft CAD Solutions delivers Goods and Services to the Client by instalments and Salesoft CAD Solutions fails to deliver or supply one or more instalments the Client shall not have the right to cancel the contract but shall have the right to claim compensation as a severable breach.
  7.5 If any order is cancelled a restocking fee of 20% will apply.
8. AGENCY
  8.1 The Client authorises Salesoft CAD Solutions to contract either as principal or agent for the provision of Goods and Services that are the matter of this contract.
  8.2 Where Salesoft CAD Solutions enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the Client agrees to pay any amounts due under that contract.
9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
  9.1 Title in any Goods and Services supplied by Salesoft CAD Solutions passes to the Client only when the Client has made payment in full for all Goods and Services provided by Salesoft CAD Solutions and of all other sums due to Salesoft CAD Solutions by the Client on any account whatsoever.  Until all sums due to Salesoft CAD Solutions by the Client have been paid in full, Salesoft CAD Solutions has a security interest in all Goods and Services.
  9.2 If the Goods and Services are attached, fixed, or incorporated into any property of the Client, by way of any manufacturing or assembly process by the Client or any third party, title in the Goods and Services shall remain with Salesoft CAD Solutions until the Client has made payment for all Goods and Services, and where those Goods and Services are mixed with other property so as to be part of or a constituent of any new Goods and Services, title to these new Goods and Services shall deemed to be assigned to Salesoft CAD Solutions as security for the full satisfaction by the Client of the full amount owing between Salesoft CAD Solutions and Client.
  9.3 The Client gives irrevocable authority to Salesoft CAD Solutions to enter any premises occupied by the Client or on which Goods and Services are situated at any reasonable time after default by the Client or before default if Salesoft CAD Solutions believes a default is likely and to remove and repossess any Goods and Services and any other property to which Goods and Services are attached or in which Goods and Services are incorporated.  Salesoft CAD Solutions shall not be liable for any costs, damages, expenses or losses incurred by the Client or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded.  Salesoft CAD Solutions may either resell any repossessed Goods and Services and credit the Client’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and Services and credit the Client’s account with the invoice value thereof less such sum as Salesoft CAD Solutions reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
  9.4 Where Goods and Services are retained by Salesoft CAD Solutions pursuant to clause 9.3 the Client waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
  9.5 The following shall constitute defaults by the Client:
    9.5.1 Non payment of any sum by the due date.
    9.5.2 The Client intimates that it will not pay any sum by the due date.
    9.5.3 Any Goods and Services are seized by any other creditor of the Client or any other creditor intimates that it intends to seize Goods and Services.
    9.5.4 Any Goods and Services in the possession of the Client are materially damaged while any sum due from the Client to Salesoft CAD Solutions remains unpaid.
    9.5.5 The Client is bankrupted or put into liquidation or a receiver is appointed to any of the Client’s assets or a landlord distains against any of the Client’s assets.
    9.5.6 A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.
    9.5.7 Any material adverse change in the financial position of the Client.
10. SECURITY INTEREST FOR SERVICE PROVIDERS
  10.1 The Client gives Salesoft CAD Solutions a security interest in all of the Client’s present and after-acquired property that Salesoft CAD Solutions has performed services on or to or in which goods or materials supplied or financed by Salesoft CAD Solutions have been attached or incorporated.
11. PAYMENT ALLOCATION
  11.1 Salesoft CAD Solutions may in its discretion allocate any payment received from the Client towards any invoice that Salesoft CAD Solutions determines and may do so at the time of receipt or at any time afterwards and on default by the Client may reallocate any payments previously received and allocated.  In the absence of any payment allocation by Salesoft CAD Solutions, payment shall be deemed to be allocated in such manner as preserves the maximum value of Salesoft CAD Solutions’ purchase money security interest in the Goods and Services.
12. DISPUTES AND RETURN OF GOODS
  12.1 No claim relating to the Goods and Services will be considered unless made within seventy two (72) hours of delivery.
  12.2 No Goods will be accepted for return without prior approval of Salesoft CAD Solutions.  Only Goods in original undamaged and resaleable condition will be considered for return.  The Client will pay for the cost of the delivery of any Goods accepted for return and provided shrink wrap software is returned with licence seals unbroken the Client shall be entitled to a credit or a refund for the price at Salesoft CAD Solutions discretion.  All Goods accepted for return are subject to a 20% restocking fee.
13. LIABILITY
  13.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Salesoft CAD Solutions which cannot by law (or which can only to a limited extent by law) be excluded or modified.  In respect of any such implied warranties, conditions or terms imposed on Salesoft CAD Solutions, Salesoft CAD Solutions’ liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
  13.2 Except as otherwise provided by clause 13.1 Salesoft CAD Solutions shall not be liable for:
    13.2.1 Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Client or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by Salesoft CAD Solutions to the Client; and
    13.2. The Client shall indemnify Salesoft CAD Solutions against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Salesoft CAD Solutions or otherwise, brought by any person in connection with any matter, act, omission, or error by Salesoft CAD Solutions its agents or employees in connection with the Goods and Services.
14. WARRANTY
  14.1 Manufacturer’s warranty applies where applicable.
  14.2 No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Goods and Services except where goods are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
  14.3 Unless forming part of the Goods or Services supplied the Client is responsible for the supply of a computer to the appropriate specification for the software or application purchased.
15. COPYRIGHT AND INTELLECTUAL PROPERTY
  15.1 Salesoft CAD Solutions, owns and has copyright in all work, software, designs, drawings, specifications and documents produced by Salesoft CAD Solutions in connection with the Goods and Services provided pursuant to this contract and the client may use the Goods and Services only if paid for in full and for the purpose for which they were intended and supplied by Salesoft CAD Solutions.
16. CONSUMER GUARANTEES ACT
  16.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client acquires Goods and Services from Salesoft CAD Solutions for the purposes of a business in terms of section 2 and 43 of that Act.
17. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
  17.1 If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Salesoft CAD Solutions agreeing to supply Goods and Services and grant credit to the Client at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Salesoft CAD Solutions the payment of any and all monies now or hereafter owed by the Client to Salesoft CAD Solutions and indemnify Salesoft CAD Solutions against non-payment by the Client.  Any personal liability of a signatory hereto shall not exclude the Client in any way whatsoever from the liabilities and obligations contained in this contract.  The signatories and Client shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
18. MISCELLANEOUS
  18.1 Salesoft CAD Solutions shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
  18.2 Failure by Salesoft CAD Solutions to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Salesoft CAD Solutions has under this contract.
  18.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
  18.4 Unless Salesoft CAD Solutions elects otherwise, any dispute between the parties is to be dealt with in accordance with the Arbitration Act 1996.
  18.5 The Client undertakes to keep all documents submitted and information supplied by Salesoft CAD Solutions confidential and shall not use it for any purpose other than that stipulated by Salesoft CAD Solutions nor shall the Client provide it to a third party.
  18.6 The Client shall be responsible for backing up all data on the hard disk of any computer delivered to Salesoft CAD Solutions for repair or service and Salesoft CAD Solutions shall not be under any liability in respect of the loss of any such data.
  18.7 The Client shall provide Salesoft CAD Solutions with all such information as is necessary to fully identify any symptom or problem in respect of which Salesoft CAD Solutions are contracted to provide services whether in relation to hardware or software.
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