SITECH WA Pty Ltd
ABN: 58 139 286 454
TERMS AND CONDITIONS FOR GOODS AND SERVICES (EXCLUDING RENTALS)
1 GENERAL
All new and used Goods and Services sold or supplied to you (the Customer) by SmartTech USA are supplied on these terms and conditions (Terms).
2 THE CONTRACT
2.1 Until SmartTech USA has accepted an Order in accordance with clause 2.3 of these Terms:
(a) any quotation, estimate or price prepared or represented by SmartTech USA (Quote) is indicative only and not an offer to contract;
(b) no Order by the Customer to SmartTech USA following a Quote will by itself or in association with a Quote bind SmartTech USA; and
(c) all Quotes prepared by SmartTech USA may be withdrawn or varied by SmartTech USA prior to acceptance.
2.2 If the Customer orders Goods or Services and the order are materially consistent with a Quote (an Order), the Customer offers to contract with SmartTech USA on the basis of the Order and the Quote.
2.3 SmartTech USA accepts and is deemed to have accepted an Order made by the Customer under clause 2.2 of these Terms on the earlier of:
(a) when those Goods are delivered to the Customer or the Services are completed by SmartTech USA as the case may be;
(b) when notification of acceptance is provided by SmartTech USA to the Customer; and
(c) 3 days after SmartTech USA receives an Order and does not dispute it or any part of it.
2.4 Upon acceptance by SmartTech USA under clause 2.3, a binding contract comes into existence between SmartTech USA and the Customer incorporating the following documents (together with the Contract):
(a) the terms of any credit facility (if applicable) which the Customer has or may have at any time with SmartTech USA;
(b) any Quote, invoice or other documents of SmartTech USA whether attaching these Terms or not;
(c) any notice of acceptance provided by SmartTech USA in accordance with clause 2.3(b);
(d) these Terms;
(e) any document attached or annexed to these Terms by SmartTech USA; and
(f) the Order placed by the Customer including any attached or associated terms and conditions.
2.5 In the event of any inconsistency, ambiguity or discrepancy, the order of precedence set out above applies with the first listed document taking the highest priority and so on.
2.6 If, after applying the order of precedence, there still remains an inconsistency, ambiguity or discrepancy, either party may give the other party written notice.
2.7 If notice is given under clause 2.6, SmartTech USA shall (acting reasonably) direct the Customer as to the proper interpretation and determine (acting reasonably) liability for any additional costs.
3 THE PRICE AND PAYMENT TERMS
3.1 The rates or prices payable for the Goods and Services, including any deposits or advance payments, are as specified in the Contract (the Price).
3.2 The Price excludes freight, consumables, taxes and duties (including import and customs duties) and any other necessary or incidental items, work or services unless otherwise expressly stated in any Quote, invoice or other document of SmartTech USA attaching these Terms.
3.3 Any third party (including freight and handling) costs for goods or services (including reasonable administrative costs) incurred by SmartTech USA must be reimbursed by the Customer unless otherwise expressly stated in any Quote, invoice or other document of SmartTech USA attaching these Terms.
3.4 Any applicable deposits or other advance payments must be paid and received by SmartTech USA, in full, cleared funds as a condition precedent to any obligations of SmartTech USA under this Contract.
3.5 The Customer must pre-pay SmartTech USA in full, cleared funds before any delivery or the carrying out of any Services will take place unless the Customer has an approved credit account, sufficient to cover the full Price.
3.6 For Goods and for Services, if the Customer has credited with SmartTech USA sufficient to cover the full Price:
(a) SmartTech USA may issue an invoice or claim for payment on account of Goods or Services supplied, or undertaken to be supplied, up to and including that date;
(b) if the Customer disputes the whole or any part of the invoice or claim, the Customer must, within 14 days of receiving the invoice or claim, give SmartTech USA notice in writing with reasons; and
(c) within [30] days after the Customer receives an invoice or claim under clause 3.6(a), except to the extent disputed under clause 3.6(b), it must pay, and SmartTech USA must receive, in full, cleared funds, the amount invoiced or claimed.
3.7 If the Customer fails to pay SmartTech USA any amount when due, SmartTech USA is, without limitation, entitled to interest at the rate of 15% per annum above the Reserve Bank of Australia target cash rate in simple interest calculated daily from the time the amount falls due and to the extent and for the duration that it remains unpaid.
4 TIME FOR PERFORMANCE
4.1 The Customer must give or procure SmartTech USA access to its site or the relevant work area and the equipment as is reasonably necessary for SmartTech USA to supply the Goods and Services.
4.2 SmartTech USA will deliver the Goods to the delivery place specified in the Contract, and carry out the Services, with due diligence, expedition and without delay.
4.3 If no place for the delivery of the Goods is specified in the Contract:
(a) SmartTech USA will notify the Customer promptly when the Goods are ready for collection at SmartTech USA, and
(b) the Customer must collect its Goods:
(i) from the SmartTech USA premises specified in the Contract; and
(ii) within 3 days of the notice given by SmartTech USA under clause 4.3(a).
4.4 If no place for the carrying out of Services is specified in the Contract, they will be carried out at a reasonably suitable location as determined by SmartTech USA.
4.5 If a date for delivery of the Goods or completion of the Services is specified in the Contract, SmartTech USA will deliver or complete as the case may be by those dates.
4.6 If no date for delivery of the Goods is specified, the Customer must collect the Goods within 7 days of SmartTech USA notifying the Customer that they are available for collection.
4.7 If no date for completion of the Services is specified, SmartTech USA will notify the Customer of a reasonable date for completion and failing a rejection within 7 days, that date will be the date for completion.
5 ACCEPTANCE AND COMPLETION
5.1 The delivery of any Goods is deemed to have occurred in accordance with these Terms:
(a) if the Goods are to be collected from SmartTech USA, when loading of the Goods commences; and
(b) if the Goods are to be delivered by SmartTech USA to the Customer, when the Goods arrive at the delivery place.
5.2 SmartTech USA will notify the Customer promptly when it considers (acting reasonably) that the Services are complete.
5.3 The Customer must promptly inspect the Goods on delivery, and the Services on receipt of a notice of completion.
5.4 The Customer must notify SmartTech USA of any non-compliance with the Contract in writing within five (5) business days of delivery or notice of completion.
5.5 If SmartTech USA does not receive a notice under clause 5.4 within the time required, the Customer is deemed to have:
(a) accepted that the Goods are delivered and comply with the Contract; and
(b) certified that the Services are completed in accordance with the Contract,
and SmartTech USA may claim for, and is entitled to, payment of the Price for the Goods and Services.
5.6 If SmartTech USA receives a written notice from the Customer under clause 5.4 within the time required:
(a) for Goods that are not new or Services:
(i) SmartTech USA must promptly rectify the Goods and Services so that they comply with the Contract; and
(ii) notify the Customer again under clause 5.1 when rectified or re-delivered as applicable; and
(iii) following such notification, follow the process under this clause 5 again.
(b) for Goods that are new, the Customer may:
(i) reject and return them (at Customer’s cost) to SmartTech USA’s premises set out in the Contract; or
(ii) accept them and notify SmartTech USA of a dispute under clause 17.1 of the Contract.
5.7 To receive a credit for Goods that are new and returned under clause 5.6(b) above, the relevant Good:
(a) must be in a good saleable condition (except to the extent that any damage was caused by SmartTech USA), in its original packaging, without an expired shelf life (if applicable) and with the original invoice; and
(b) must not be custom made, a backorder, an unstocked item or used item.
5.8 If the conditions in clauses 5.7(a) and 5.7(b) above are satisfied, the Customer will be entitled to receive the following credit for the new Goods purchased:
(a) if the Good is returned within twenty-eight (28) days of delivery, the Customer is entitled to receive a credit for the full Price of the Good;
(b) if returned after twenty-eight (28) days but on or before forty-two (42) days after delivery, a credit for the full Price less a restocking fee of 15% of the Price; and
(c) if the Good is returned after forty-two (42) days of delivery, SmartTech USA will determine a reasonable credit and the terms applicable and as a minimum apply the restocking fee under clause 5.8(b).
6 LIMITED WARRANTY
6.1 SmartTech USA will carry out and complete the Services with due skill and care, in a proper and workmanlike manner and in accordance with all relevant law.
6.2 In relation to Goods supplied by SmartTech USA to which a manufacturer’s warranty applies, SmartTech USA will procure the benefit of that warranty for the Customer, which is the sole and exclusive warranty for those goods.
6.3 In relation to Goods supplied by SmartTech USA to which a manufacturer’s warranty does not apply, SmartTech USA warrants the Goods to be free from defects in materials or workmanship and new (unless otherwise specified).
6.4 In relation to used or second-hand Goods supplied by SmartTech USA, except to the extent that a manufacturer’s warranty applies in which case clause 6.2 applies:
(a) all used or second-hand goods are sold on an “as is where is” basis with all existing or future inadequacies, faults or defects if any, whether known or unknown;
(b) SmartTech USA does not warrant used or second-hand goods to any extent or that they are fit for purpose or free from any defects; and
(c) to the extent permitted by law, the Customer releases SmartTech USA from liability for any defects, faults or inadequacies in such Goods.
6.5 In relation to any user or second-hand goods supplied by the Customer to SmartTech USA including by way of trade-ins, the Customer warrants that those Goods are owned by it outright and free from all encumbrances, defects and are fit for purpose.
6.6 Unless otherwise provided by a manufacturer’s warranty, any warranty by SmartTech USA under this Contract excludes liability for costs in connection with:
(a) labor (including overtime labor) other than is reasonable or customary to rectify the defect;
(b) the removal or installation of parts and components, unless that removal or installation was a defective Service provided by SmartTech USA;
(c) standby, freight, transportation, travel, travel time, packaging and handling, demobilisation and re-mobilisation, commissioning, testing and re-sequencing; and
(d) any additional outside of territory charges incurred by SmartTech USA for warranty work that is not done in WA.
7 WARRANTY CLAIM PROCEDURE
7.1 The Customer must notify SmartTech USA of any event or circumstance which may give rise to a claim in connection with:
(a) warranty on Goods supplied or to be supplied under this Contract, by the earlier of:
(i) the time expressly required by the manufacturer’s warranty if any such time is stipulated;
(ii) if there is no such time, within 30 days of the event or circumstance giving rise to the warranty claim; and
in any event for all Goods, within 6 months from the date of delivery; and
(b) warranty on Services under this Contract, within six (6) months from the date of completion of the Services.
7.2 If the Customer fails to so notify, SmartTech USA may in its sole discretion rectify the defect but is otherwise released from liability to do so.
7.3 The Customer must send a warranty claim to:
SmartTech USA
58 Robertson Street, Fortitude Valley, QLD
Telephone: 07 3216 0399
Email: brad@smarttechaustralia.com.au
7.4 The Customer warrants that any claim by it on the warranty is valid and one to which the warranty responds, and to the extent that the Customer makes an invalid warranty claim, the Customer must pay SmartTech USA at its standard rates and prices for any Goods or Services supplied to investigate that claim.
8 DELAY AND DISRUPTION
8.1 To the extent that SmartTech USA is, or is likely to be, delayed or disrupted in supplying any of the Goods or Services due to:
(a) any fact, event, matter or circumstance beyond SmartTech USA’s reasonable control; or
(b) any breach, act or omission of the Customer, its agents or contractors,
SmartTech USA is entitled to a reasonable extension of the time in which it is required to supply those Goods or Services.
8.2 To the extent that the supply of Goods or Services is in fact delayed or disrupted under clause 8.1(b), the Customer must pay SmartTech USA its reasonable additional costs caused by the delay or disruption.
8.3 If a delay under clause 8.1(b) exceeds a single or aggregated period of 60 days, the relevant Order is deemed terminated at the convenience of the Customer.
9 VARIATIONS AND EXTRAS
9.1 Prior to delivery or completion, the Customer may seek to add, delete, omit, or change the nature, quality or quantity of any Goods or Services.
9.2 To the extent SmartTech USA is requested to vary the Goods or Services in accordance with 9.1, can reasonably comply with the variation and consents to the request, the Customer must pay SmartTech USA:
(a) an amount as agreed between the parties;
(b) failing agreement, an amount calculated according to Contract rates and prices to the extent they reasonably apply; or
(c) to the extent that rates and prices in the Contract do not reasonably apply:
(i) for additions, or changes in nature or quality, an amount based on reasonable market rates or prices; and
(ii) for deletions or omissions, deducting reasonable rates or prices from the Price (but maintaining an allowance for overhead to SmartTech USA of 5% on the original costs); and
(iii) for deletions or omissions of Non-Standard stock items that have been delivered or are in-transit from our supplier, a 15% cancelation fee applies.
9.3 Unless otherwise expressly stated in the Contract, SmartTech USA is entitled to increase or decrease the rates or prices which make up the Price as a variation:
(a) to the extent SmartTech USA incurs additional costs due to a change in law not reasonably anticipated by SmartTech USA as at the date of Contract; and
(b) to the extent that any ground or environmental conditions on or around the site or relevant work area could not reasonably have been anticipated by SmartTech USA as at the date of Contract.
10 RISK AND TITLE
10.1 Risk in connection with any Goods sold or supplied to the Customer passes on delivery occurring in accordance with clause 5.1 of these Terms.
10.2 Title, property and ownership in any Goods sold or supplied by SmartTech USA under this Contract passes only on payment of the Price in full, cleared funds, free from any set-offs or deductions.
10.3 Prior to title passing, SmartTech USA may register a Security Interest under the Personal Property Securities Act 2009 (Cth) (PPSA) in relation to the Goods and any proceeds arising in respect of any dealing in the Goods.
10.4 After title passes, the Customer may register a Security Interest in relation to the Goods and any proceeds arising in respect of any dealing in the Goods.
10.5 Each party waives its rights to any verification statement and any other notices that may be required or desirable under the PPSA to the extent permitted at law.
10.6 Neither party may register, sell, dispose of or otherwise deal in any security interest in the Goods or proceeds from any dealing in the Goods other than as permitted by this clause.
11 INDEMNITY AND INSURANCE
11.1 Subject to clause 14.5, each party indemnifies the other, its employees and agents, against all losses in connection with damage to property, death, injury, illness or disease arising out of or as a consequence of carrying out its obligations under this Contract except to the extent caused or contributed to by the other party.
11.2 SmartTech USA will effect and maintain for the duration of the Contract:
(a) a public liability insurance policy for at least the amount of $10,000,000 for anyone occurrence;
(b) a products liability insurance policy for at least the amount of $10,000,000 limited in the aggregate during any single term of insurance; and
(c) such insurances as are required by law including workers’ compensation insurance.
11.3 The Customer must insure the Goods with an insurance company with an S&P Financial rating of not less than “A” for their full replacement value against loss or damage including but not limited to fire, malicious damage, theft and transit risks from the time risk in the Goods passes to the Customer until title passes to the Customer.
11.4 The insurance required under clause 11.3 above must cover the respective rights and interests of the Customer and SmartTech USA (as owner), note the interests of SmartTech USA as principal if required by SmartTech USA, and include:
(a) a cross-liability clause, to the intent, that each insured party shall be deemed to be separate insureds under the policy;
(b) an express provision requiring the insurer to notify SmartTech USA if the policy of insurance is not renewed, lapses or is canceled midterm; and
(c) an acknowledgement from the insurer that in the event of loss or damage to the Goods, all monies derived from any insurance settlement will be used to either repair or replace the Goods. Such determination will be at the sole discretion of SmartTech USA.
11.5 The Customer must not do or permit or allow to be done anything which might or could prejudice any insurance of the Goods.
11.6 Whenever requested by a party, the other party will promptly provide the first party with copies of the certificates of currency for insurances required under this Contract.
11.7 The parties shall be responsible for and must pay any excess or deductible under insurance policies required by these Terms to the extent of their respective contributions to the loss or damage.
11.8 If the Customer fails to insure the Goods in accordance with this clause 11.3 and 11.4, SmartTech USA may, but is not obliged to, procure and maintain such insurance and the cost of doing so will be a debt due and immediately payable from the Customer to SmartTech USA.
11.9 The Customer must promptly inform SmartTech USA in writing of any event or circumstance that may give rise to a claim under insurance required by clause 11.3 and keep SmartTech USA informed of subsequent developments and take all reasonable steps to ensure a prompt and favourable settlement of the claim.
12 TERMINATION FOR CAUSE
12.1 SmartTech USA may terminate the Contract, or any part of it, immediately by giving written notice to the Customer, if the Customer:
(a) commits a breach of the Contract which is not remedied to SmartTech USA’s satisfaction within seven (7) days of written notice from SmartTech USA; or
(b) fails to take delivery pursuant to clause 4.3, which is not remedied within twenty-four (24) hours after receipt of written notice from SmartTech USA.
12.2 Either party may terminate the Contract, or any part of it, effective immediately, if the other party:
(a) commits a material breach which is not remedied within fourteen (14) days after written notice from the other party;
(b) is the subject of an insolvency event meaning:
(i) the party becomes insolvent or is otherwise unable to pay its debts as and when they fall due;
(ii) proceedings are commenced to appoint an external administrator or liquidator to the party;
(iii) the party is placed under official management or administration;
(iv) the party is presumed to be insolvent under the Corporations Act following a statutory demand; or
(v) circumstances occur which, in SmartTech USA’s sole discretion, indicate Customer’s inability to pay.
12.3 If either party terminates under this clause 12, its rights will be as if the other party had repudiated and the first party elected to treat the Contract as at an end, and in the case of SmartTech USA terminating:
(a) any deposits and any other advanced payments paid, or required to be paid, will be forfeited to SmartTech USA;
(b) all amounts owing to SmartTech USA or already invoiced by SmartTech USA to the Customer shall immediately become due and payable;
(c) SmartTech USA shall immediately be entitled to retake possession of all Goods in the possession or under the control of the Customer not paid for in full; and
(d) if SmartTech USA has installed Goods on a machine which are not paid for in full, take possession of the machine and transport it to SmartTech USA’s premises to remove SmartTech USA’s Goods.
12.4 For the purpose of enabling SmartTech USA to retake possession of the Goods or a machine under clause 12.3, the Customer irrevocably:
(a) authorizes SmartTech USA to enter any of the Customer’s premises in which the Goods may be located; and
(b) appoints SmartTech USA as its agent to enter any premises in which Goods may be located.
13 TERMINATION FOR CONVENIENCE
13.1 Either party may, in its sole discretion and for any reason whatsoever, cancel or terminate this Contract, or any part of it, by giving the other party 14 days prior written notice.
13.2 If the Customer cancels or terminates this Contract, or any part of it, under clause 13.1, the Customer must pay or allow to SmartTech USA as a limit on its liability for termination under that clause:
(a) the Price for any Goods already delivered and Services (or part thereof) already completed;
(b) the cost of any materials, parts, equipment or services ordered which cannot reasonably be avoided or canceled;
(c) costs or losses due to the cancelation or termination of third party contracts including contract break-costs, cancelation fees and necessary redundancies; and
(d) reasonable demobilisation costs and additional transport, freight, handling, packaging, consumables, insurance or maintenance costs.
13.3 If the Customer terminates under clause 12, SmartTech USA must mitigate its losses including by endeavouring to on-sell equipment and practically minimising any costs payable.
13.4 If SmartTech USA cancels or terminates this Contract or any part of it under clause 13.1 unreasonably, the Customer may claim its reasonable and additional proven costs.
14 LIMITATION OF LIABILITY
14.1 (Limit and overall cap) To the extent permitted by law, the liability of SmartTech USA, if any, arising out of or in connection with the supply of Goods or Services under this Contract including in negligence, under any indemnity and any other right of action whatsoever, is limited:
(a) in the case of Goods to which an equipment manufacturer’s warranty applies, to that warranty;
(b) for any other Goods at the option and in the (reasonable) discretion of SmartTech USA:
(i) to the replacement of the Goods or the supply of equivalent Goods;
(ii) to the repair of the Goods;
(iii) to the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
(iv) to the payment of the cost of having the goods repaired; or
(c) in the case of Services at the option and in the (reasonable) discretion of SmartTech USA:
(i) to a refund of the amount paid for the Services;
(ii) to the supply of the Services again; or
(iii) to pay for the cost of having the Services supplied again,
and in any event and notwithstanding any other provision of this Contract, to an amount in aggregate up to a limit of 35% of the Price.
14.2 (Mutual time limit) Each party must notify the other of any claim whatsoever arising under or in connection with the Contract within 12 months of the earlier of when the party was aware or ought reasonably to have been aware of the basis for the claim, and a failure to do so releases the other party from all liability in connection with the claim and its subject matter.
14.3 (Exceptions) The limitations in clauses 14.1 and 14.2 do not apply in relation to liability by one party to the other party for the destruction of any property (including third party property), injury, illness, disease or death or breach of intellectual property rights.
14.4 (Consequential loss) SmartTech USA shall not be liable to the Customer for any consequential, indirect or incidental loss, loss of profits, lost production, loss of anticipated savings, loss of opportunity, business reputation or damage to goodwill arising from or in connection with its supply of the Goods or Services.
14.5 (Insurable losses) Notwithstanding any other provision of this Contract, the total liability of each party to the other arising out of or in connection with any destruction of property (including third party property), death, injury, illness or disease is limited to amounts recoverable, or that should have been recoverable, under insurance policies required by the Contract.
15 INTELLECTUAL PROPERTY
15.1 In relation to any intellectual property of the parties:
(a) that is in existence as at the date of this Contract but was not created predominantly for the purpose of it; or
(b) comes into existence after the date of this Contract otherwise than predominantly for the purpose of it;
each party licenses the other to use that property as reasonably necessary to supply the Goods or the Services.
15.2 In relation to any intellectual property coming into existence after the date of this Contract for the purpose of it, ownership vests in and will be the property of SmartTech USA and SmartTech USA licenses the Customer to use that property for the purposes of performing the Contract.
15.3 Each party warrants to the other that it owns its intellectual property rights licensed under this clause, and indemnifies the other against any costs or losses in connection with any breach of the third party intellectual property save to the extent caused by the other party.
16 ANTI-POACHING
16.1 For the purpose of this clause, employing or employment includes being engaged as an employee, agent, contractor, or consultant, or in any other capacity and whether for remuneration or not.
16.2 While SmartTech USA carries out the Services and for a period of 6 months after completion of the Services, each party is prohibited from employing any individual of the other party engaged (directly or indirectly) in the Services including to solicit, induce or entice an employee of the other party.
16.3 The parties agree that to establish a breach it is only necessary to show that the relevant employee was engaged in the Services by the first party and commenced employment with the second (breaching) party.
16.4 If a party breaches this clause, it must pay to the innocent party the equivalent of 6 months of the employee’s remuneration (with the first employer) to the other party within 14 days of being notified of the breach.
17 COMPLAINTS AND DISPUTES
17.1 SmartTech USA takes complaints, disputes and differences very seriously. If either party wishes to raise a dispute or difference in connection with the Contract, it must promptly give the other notice in writing.
17.2 Within 14 days of a party giving notice under clause 17.1, the other party must provide to the first party a written response stating its position and thereafter:
(a) within 7 days of that response, the respective managers must meet in person at least once to try to resolve the dispute in good faith in a first meeting;
(b) failing a resolution within 7 days of that meeting, within a further 7 days, delegates of each manager must meet in person to try to resolve the dispute in good faith in a second meeting;
(c) failing a resolution within 7 days of the second meeting, then within a further 7 days, the managing director of the Customer and a delegated executive of SmartTech USA must meet in person to try to resolve the dispute in good faith in a third meeting.
17.3 As a condition precedent to the commencement of any court or tribunal proceedings, if a dispute or difference arises under or in connection with this Contract and the aggregated amount of either party’s claims (excluding interest and costs) exceeds $75,000 (ex GST), the dispute or difference shall be, and is hereby, referred to expert determination.
17.4 Failing agreement within 14 days of referral, the President of the Institute of Arbitrators and Mediators Australia (IAMA) shall nominate and appoint the expert. The expert’s determination will be final and binding in all respects and not arbitration. Each party must bear its own costs of the determination and half of the expert’s. The process and procedures of the expert determination shall otherwise be in accordance with the IAMA Expert Determination Rules.
18 CONFIDENTIALITY AND PRIVACY
18.1 SmartTech USA respects the privacy of personal information (Personal Information) including personal and contact information, such as an individual’s name, street, postal and email addresses and telephone and fax numbers, professional information, financial and bank account details and consumer credit information.
18.2 The Customer acknowledges, accepts and agrees:
(a) To SmartTech USA’s terms and conditions of privacy at http://www.SmartTechAustralia.com.au; and
(b) that SmartTech USA may use Personal Information in accordance with its privacy statement; and
(c) without using such information, SmartTech USA may not be able to provide the Goods or the Services.
18.3 Neither party may disclose, or allow any person to disclose, confidential information to third parties including:
(a) the subject matter, correspondence in respect of, and contents of this agreement (but not its actual existence);
(b) the subject matter and the existence of any dispute or difference; and
(c) the Price and any discounts, rebates or cost-saving measures.
18.4 The obligations to maintain confidentiality under clause 18.3 apply except for a disclosure:
(a) permitted with the prior written consent of the other party;
(b) required by law, any stock exchange or court order; or
(c) required as is reasonably necessary to professional advisers.
19 GOODS AND SERVICES TAX
Unless otherwise stated expressly all prices are exclusive of GST and the Customer must on-demand pay to SmartTech USA all GST payable in respect of the supply of the Goods and the Services to the Customer.
20 LAW AND JURISDICTION
The laws of Queensland apply to this Contract and the parties irrevocably submit to the jurisdiction of the courts of Queensland.
21 AMENDMENT
Subject to the Customer notifying SmartTech USA that it objects to any changes notified in writing within 30 days, any such changes notified in writing will bind the Customer in respect of any supply of Goods or Services from the date of notification.
22 SUBCONTRACTING AND ASSIGNMENT
22.1 Neither party may assign, novate or transfer, the Contract or any payment or other right, benefit or interest it has under the Contract without the prior written consent of the other party.
23 ENTIRE AGREEMENT
The Contract constitutes the entire agreement between the parties relating in any way to its subject matter. All previous negotiations, agreements, understandings, representations about the subject matter of the Contract are of no further effect.
24 MISCELLANEOUS
24.1 If any part of the Contract is void or unenforceable, that part is severable from the Contract and the balance remains enforceable.
24.2 The words including, inclusive of, or similar expressions are not words of limitation.
24.3 If the Customer is more than one person or entity, each person or entity (as applicable) shall be jointly and severally liable to SmartTech USA.
24.4 Each party must bear it’s own legal, accounting and other costs of and incidental to the preparation and entering into the Contract.
24.5 Nothing constitutes a joint venture, agency, partnership or other fiduciary relationship between the Customer and SmartTech USA.
