Axon Computer Systems Limited

Terms & Conditions of Trade

GENERAL

1.1 These terms and conditions are applicable across all our divisions. “Axon” means Axon Computer Systems Limited trading as Axon and all subsidiaries and divisions of Axon including Axon procurement.

1.2 Product and services provided by Axon are supplied for business purposes under the terms of the Consumer Guarantees Act 1993 unless notified in writing to us prior to sale and in the absence of such notice the Consumer Guarantees Act does not apply to transactions between you, our customer and ourselves as supplier.

1.3 Our quotes for products and services are priced exclusive of GST and delivery charges. The Customer will pay GST and delivery charges, where applicable, in addition to the basic price of products and/or services.

1.4 These terms and conditions override any terms any conditions stipulated by you. No amendments or modifications to these terms and conditions are effective unless written and signed by authorised signing officers of both parties.

OUR COMMITMENT TO YOU

2.1 We promise to deliver you cost effective solutions that meet mutually agreed requirements.

2.2 We promise to meet these requirements with due care, skill and diligence and employing techniques, methods, procedures and products of a high quality and standard consistent with best practices in the computer industry.

2.3 We promise our employees will have the requisite skills and expertise to meet your requirements.

2.4 We promise to accept full responsibility for the quality of any work that we provide you via our sub-contractors.

2.5 We promise to rectify any faults in our services at our expense where we have failed to meet the mutually agreed requirements and the fault is within our control. For product, we extend to you the same warranties for product as provided by the original supplier to Axon ( refer specific clause “Warranties” under Product below ).

2.6 We promise not to solicit for employment any person who is employed or contracted by you our customer.

2.7 We promise to maintain at our own cost, a public liability and professional indemnity insurance policy with a minimum amount of cover in each case of not less than $5,000,000. This policy will cover any risk and liability contemplated by this agreement.

2.8 We promise that our quotes will be valid for a period of 30 days from the date of issue unless we specify a shorter period. However Axon product quotes will only be valid for 14 days. Our quotes will be deemed withdrawn after these periods.

YOUR COMMITMENT TO AXON

3.1 You promise to meet our payment terms namely:

· Product - 7 days from date of invoice

· Services - 20^th of month following date of invoice.

· Sitecare - by bank automatic payment on the first of each month.

3.2 You promise to ensure your account stays within the credit limit, if any, that we assign.

3.3 You promise to provide us with a valid purchase order for each product and/or service order.

3.4 You promise not to solicit for employment any person who is employed or contracted by Axon.

3.5 You acknowledge that Axon’s intellectual property includes any we will develop or discover when we provide you product and services. We acknowledge that you retain ownership of any idea or knowledge you develop or discover. In this agreement the expression “intellectual property” means all Axon developed copyright, designs, design rights, patents, rights and databases, technology, confidential information, trade secrets, know how, techniques and trade practices, whether existing or developed thereafter. You will ensure that our intellectual property we provide you is not disclosed to third parties without our consent. Axon grants to the customer a non-exclusive, non-transferable license to use Axon’s intellectual property which the customer purchases. This clause survives the termination of this agreement.

3.6 You acknowledge that interest may be charged on any amount owing after the due date, at a rate of 2.5% per month or part month.

STANDARD LIMITATIONS AND EXCLUSIONS AND CONFIDENTIALITY

4.1 There will always be many factors beyond our control affecting the ultimate success of the use to which our goods and/or services are being provided. Consequently the warranties in clause 2 replace all other representations and warranties (statutory, express, implied, written or oral) and all such representations and warranties (except any which cannot lawfully be excluded) are expressly excluded.

4.2 Axon will not under any circumstance be liable under the law of tort, contract or otherwise for any loss of profits, savings or data or for any indirect loss or consequential loss or damage, however caused, arising out of or in conjunction with the performance or non-performance of this agreement.

4.3 Axon’s liability for breach of this agreement or otherwise howsoever shall not exceed the total consideration payable to Axon by you our customer for the particular product and/or service in dispute.

4.4 We both agree to keep confidential any information (including, but not limited to, information regarding clients, financial affairs, present or future business plans and products or technical operations, not generally disclosed to the public ) we provide each other during the course of this agreement and not to disclose it to any third party either without the other party’s prior consent or until it falls into the public domain through no fault of the obliged party or unless the obliged party is legally compelled to disclose it.

SPECIFIC PRODUCT TERMS

5.1 Order cancellation

If you cancel or delay delivery of an order you promise to pay us any fees, including restocking fees that we incur. If we are unable to return these goods to our suppliers, you promise to pay the value of the order in full. You acknowledge that an order is defined to include any loan or evaluation equipment.

5.2 Invoicing

We will invoice you immediately upon dispatch. Delivery charges, including freight and handling fees, will be added to each invoice. We provide lower freight and handling fees for bulk shipments.

5.3 Title

Title to each product will remain with Axon until the full purchase price has been paid. Failure to pay the purchase price will give Axon the right, without liability, to repossess that purchase, with or without notice and to avail itself of any legal remedy. Title to each item purchased will pass to the customer only upon full payment of Axon invoices related to the transaction. You grant in favour of Axon a security interest (as defined under the Personal Property Securities Act 19999 (PPSA)) in the Products in order to secure payment in full for the Product and any other amount payable under this agreement. Goods will be deemed to be accepted unless Axon is notified in writing within seven days of delivery. Risk passes to you when goods are delivered to your site or your freight agent. Axon provides you licensed product on the condition that you accept the originating supplier’s terms and conditions of use. You undertake to: promptly do all things, execute all documents and/or provide any information which Axon may reasonably require to enable Axon to perfect and maintain the perfection of its security interest (including by registration of a financing statement; giving Axon not less than 14 days prior written notice of any proposed change in your name; and immediately on request by Axon (and at your expense) obtaining from any third party such agreements and waivers of any security interest that third party has in respect of the Products to ensure that at all times Axon has a first priority security interest in the Products). You waive your rights to receive a copy of any verification statement under the PPSA and agree that as between Axon and you: you will have no rights under (or by reference to) sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 132, 133 and 134 of the PPSA; and where Axon has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.

5.4 Delivery address

The customer agrees that proof of delivery is a signed delivery acceptance at the delivery address noted on the equipment order. Axon is not obliged to verify the authority of any individual to accept delivery at the designated delivery address.

5.5 Product returns procedure

Axon will supply you with product as specified and replace it at no additional cost if incorrectly delivered. In situations where a client wishes to return an item ( if faulty, or after evaluation, or because the goods are not required) a Return Authorisation (RA) number is required. The ability to return goods (other than evaluation items) is only available if the goods are not more than one month old, or the supplier’s maximum return period, whichever is the lesser, and are returned in original packaging and in a re-saleable condition. Software may only be returned if unopened. A full credit may only be available if the goods have not been used.

5.6 Warranties

Axon will give you all reasonable assistance where a product is not in accordance with any manufacturer’s warranty but Axon itself does not give any warranties, express or implied.

5.7 Substitution

In the event that the desired equipment becomes unavailable or will be out of stock for an extended period, Axon will endeavor to provide a suitable substitute but does not guarantee to be able to do this without additional charge. Axon would only do this after consultation with the customer.

SPECIFIC SERVICES TERMS

6.1 Scope of Work

Services to be provided by Axon under this agreement may be supported by a Services Schedule detailing one or more specific terms and conditions in addition to the ones contained herein.

6.2 Ad Hoc Work

We both agree that from time to time Axon may be called upon to carry out work at short notice, often being work of a minor nature, where it will not be feasible to put a formal Services Schedule in place. Such work will still be covered under this agreement.

6.3 Invoicing

Unless provided otherwise in the Services Schedule, Axon provides services on a time and material basis at our standard chargeout rates current at that time. Each month we will raise an invoice for the services performed during that month even though the work may not be completed until the following month.

6.4 Acceptance

You agree to provide Axon with your acceptance of the work performed as soon as is practicable after defined acceptance testing if any and always in good faith that such acceptance will not be unreasonably withheld. Where no acceptance is advised to us within a reasonable timeframe, you agree we can deem acceptance to have been given.

6.5 Delays

You agree to pay Axon’s reasonable costs if the work is held up and (for example) Axon has to stand people down at any time during the currency of this agreement due to delays at your end in performing any of your obligations under this or the supplementary agreement. We acknowledge that this clause does not apply to work of a minor nature.

COMPLETENESS TERMS

7.1 Termination

Either party may terminate this agreement at any time by giving 30 days notice in writing to the other party.

7.2 Assignment and subcontracting

Neither party may assign its rights under this agreement without the consent of the other, not to be unreasonably withheld. Axon may subcontract the performance of its obligations under this agreement without first obtaining your consent.

7.3 Conflict

If any provisions in these conditions is illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected.

7.4 Governing Law

New Zealand law shall govern this agreement and the parties hereby submit to the non-exclusive jurisdiction of the New Zealand courts.

 

 

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