Terms & Conditions

Orders & price

  1. R.R.P’s shown are indicative only. There is no requirement to comply.
  2. Except specifically expressed, all prices quoted or that have appeared in NAISSUS’s price list are exclusive of any tax, import, duty or other levies. NAISSUS reserves the right at any time between the time of quotation and / or order and the date of delivery of the goods or provision of services to make any reasonable adjustment to prices unless Customer places its order within the validity of the quotation and NAISSUS has accepted the Customer’s purchase order and issued an invoice. All prices in the price list are subject to change without notice and without recourse to NAISSUS. All prices are quoted in Australian Dollars and are based on ex-factory availability from Melbourne, Victoria.
  3. All goods sold, services provided and fees charged by NAISSUS will be charged GST at the prevailing rate as currently set by the Australian Taxation Office (ATO), or relevant legislation, and must be paid by the Customer in addition to the price of the products, services and fees.
  4. Verbal orders over the telephone can be accepted if the following conditions are met:
    1. the purchase is confirmed upon delivery of goods and services; and
    2. any dispute on pricing, condition of goods, etc. must be addressed within 24 hours of receiving the goods and/or services; otherwise, the invoice of the transaction will serve as a contractual sale and purchase agreement between NAISSUS and the Customer.
  5. An official order, in writing on company letterhead, or equivalent, must be issued to NAISSUS before any delivery can be effected. Orders must clearly state -Order Number, Name and Signature of Purchasing Officer, Product code(s), Configuration(s) Required, Unit Price and Total Order Value, Delivery Address, Delivery Date/Schedule required, Invoice Address, Special Requirements/Conditions etc.

Dispatching & delivery

  1. Delivery dates and times quoted for delivery of goods, or the provision of services, are estimates only andDispatching & delivery
    1. Delivery dates and times quoted for delivery of goods, or the provision of services, are estimates only and NAISSUS shall not be liable for any loss or damages howsoever arising as a result or consequence of any failure to deliver or delay in delivery of any goods or services arising from any circumstances. The Customer shall not be relieved of any obligation to accept or pay for goods or services by reason of any delay in delivery, despatch or performance. NAISSUS reserves the right to deliver by way of partial shipments and each partial shipment shall be deemed to be sold under a separate sales contract. No cancellation of sales contract is allowed if goods or services have been delivered by the courier.
    2. If the address for delivery is unattended and Customer or Receiver (party who are nominated by Customer to receive the goods, such as third party delivery) has given instruction to courier for ‘authority to leave’ (ATL) then delivery will be deemed to have occurred after goods are delivered and left in the nominated address of the Customer or Receiver. Customer hereby agrees to indemnify NAISSUS against and hold NAISSUS harmless from all claims by any party and from all losses or costs of whatsoever nature, which we incur as a consequence of the shipment being left in accordance with such ATL agreement.
    3. NAISSUS reserves the right to cancel sales orders without prior notice:
      1. if the Customer does not collect goods from the warehouse of NAISSUS within seven (7) days of placing their order; or
      2. when the delivery / dispatch of orders is delayed for more than seven (7) days due to payment not being received.
    4. Unless express otherwise, delivery charges are at the expense of the Customer. Customer who arranges its own transportation or couriers for the picking up its orders will be responsible for its transit insurance. Naissus will not be responsible for any damages or losses whatsoever during transit once goods are dispatched out of Naissus’s warehouse. In the event that Naissus has to organise transportation and delivery, a standard freight charge will apply and Naissus will be responsible for managing its transit risks. Customer is required to notify or report to Naissus for any dispute in shipment, such as damaged goods or shortage in shipment etc. within 48 hours of receiving delivery from Naissus or Naissus ’s courier.

    shall not be liable for any loss or damages howsoever arising as a result or consequence of any failure to deliver or delay in delivery of any goods or services arising from any circumstances. The Customer shall not be relieved of any obligation to accept or pay for goods or services by reason of any delay in delivery, despatch or performance. Naissus reserves the right to deliver by way of partial shipments and each partial shipment shall be deemed to be sold under a separate sales contract. No cancellation of sales contract is allowed if goods or services have been delivered by the courier.

Payment

  1. Payment terms are normally CBD (cleared funds before delivery) unless the Customer has a credit account with Naissus in place or has purchased Cloud Services from Naissus and has provided its credit card details in accordance with clause 15 prior to despatching. A receipt will only be issued for cheque or credit card payments upon request
  2. The Customer is required to complete the Reseller Application Form in order for Naissus to open a dealer account for trading. The Customer requests that Naissus supply goods and/or services for which the Customer undertakes to pay Naissus the agreed price(s) within the terms agreed, or if no such terms have been approved by Naissus, by cleared funds before delivery. A credit account may be granted to the Customer at the sole discretion of Naissus. Details of the credit account will be notified separately. The Customer must maintain the credit account with Naissus within the credit limit and payment terms provided. Payment is required immediately if the account exceeds the credit limit and/or is outside the payment terms. Naissus reserves the right to cancel credit accounts without prior notice. All overdue amounts are subject to a default interest rate of 3% per annum above the prevailing prime lending rate, calculated on an overdue balance on a daily basis.
  3. Naissus will not accept a company cheque at the time of delivery unless a COD or credit account is granted to the Customer. There will be a $50.00 (excluding GST) charge of administration and recovery of bank fees etc. for all returned cheques. At the sole discretion of Naissus, credit or COD accounts of the Customers who have a bounced cheque record may be cancelled without prior notice. Once a credit account is cancelled, any order placed by the Customer to Naissus thereafter is required to be paid on CBD (cleared fund before delivery) terms.
  4. In the event of any default in payment to Naissus for an amount of more than $150 and for more than 30 days by the Customer (including in respect of the Cloud Services) or where a demand has been made against a guarantor of the Customer’s account, without limiting any of the other rights it may have, Naissus may in its absolute discretion:
    1. record the default with Naissus’s credit information provider; and/or
    2. terminate these terms and conditions and any other agreements it has with the Customer related to the resale of products or services supplied by Naissus.
  5. In the event of any default in payment to Naissus, the Customer shall pay to Naissus costs of and incidentals to the recovery of such sums as may be due, including all mercantile and like fees and legal fees and charges on a solicitor, filing fees, stamp duty, taxes or any other fees payable, or incurred in relation to such recovery process. Payment received from the Customer will applied in the order of cost of recovery of debt, interest on overdue amount, then to the principal debt amount.
  6. If the Customer purchases the Cloud Services from Naissus in accordance with clause 27 under CBD or COD payment term, the Customer must provide its credit card details, or bank account details and give consents to Naissus to periodically (with such period to be determined by Naissus in its absolute discretion) direct debit its credit card or bank account for any amount incurred for the Customer’s ongoing use of the Cloud Services. Naissus will provide the customer with invoice(s) that specify the amount and the due date of the charge.
  7. If an amount charged to the Customer’s credit card or bank account under clause 15 is declined, Naissus will provide the Customer with written notice of the declined transaction and specify the applicable handling fee and recovery of bank charge. Naissus may again attempt to charge the Customer’s credit card or bank account for the declined amount within fourteen (14) days after Naissus provides the Customer such written notice.
  8. Credit card surcharge will apply on the full amount paid by credit card accepted by Naissus. Details of the surcharge rates, fees and charges could be found on the Naissus website. Surcharge rates are subject to changes based on the related regulations published by RBA or Australian government.
  9. Naissus may in its absolute discretion apply to off-set or reduce the account of a Customer, for the amount/s which Naissus owes to the Customer. The Customer agrees and warrants that where Naissus makes the off-set or reduction of an account, that it is made in the ordinary course of business and is not a preference payment. The Customer and the guarantor (where applicable) agree to indemnify Naissus from all claims made subsequently by a liquidator or external administrator under the Corporations Act 2001.

Retention of title, property and risk

  1. Risk for all products shall pass from Naissus to the Customer when the products are delivered
  2. Until Naissus has been paid in full for all goods supplied to the Customer under any contract whatsoever between the Customer and Naissus:
    1. All rights, interests and title of the goods shall remain as property of Naissus.
    2. Should the goods or part thereof be affixed or added to any other items, such attachment shall be effected by the Customer solely as an agent for Naissus and Naissus shall have full legal and beneficial title to the whole of the new product thereby created.
    3. Until all rights, interests and title in and to such goods passes to the Customer, the Customer must:
      1. insure the goods for their full replacement value,
      2. store the goods and any new products as referred to in (b) in a way that enables them to be clearly identified as the property of Naissus,
      3. not pledge, grant a security interest in or in any way charge by way of security for any indebtedness, any of the goods.
    4. Subject to (e) and (f), the Customer shall be at liberty to sell the goods and the new products in the ordinary course of the business on the basis that the Customer shall be under a fiduciary duty to Naissus and to account to Naissus for the proceeds of such sale but may deduct from such proceeds any excess of such proceeds of the total amount due by the Customer to Naissus under any contract whatsoever, provided that the Customer shall have no authority to enter into any contract of sale on behalf of Naissus. Any contract or sale shall be accordingly concluded in the name of the Customer.
    5. Naissus may at any time revoke the Customer’s power of sale by notice to the Customer if the Customer is in default in payment of any sum whatsoever due to Naissus in respect of any goods or services supplied to the Customer by Naissus or any other sums whatsoever or if any bill of exchange, cheque or any other negotiable instrument drawn or accepted by the Customer in favour of Naissus is dishonoured on presentation for payment or if Naissus has bona fide doubts as to the solvency of the Customer.
    6. The Customer’s power of sale shall automatically cease in the event of the appointment of a Receiver, Receiver and Manager, Administrator or Controller over any, or all of the assets or undertaking of the Customer or upon the commencement of a winding up application, the appointment of a Liquidator or if the Customer calls a meeting of, or makes any arrangement or composition with creditors or commits any act of bankruptcy.
    7. Upon termination of the Customer’s power of sale under (e) or (f), Naissus may demand the return of any goods that has been supplied and delivered to the Customer and the new products referred to (b) of this clause. If the Customer fails to return such goods immediately, the Customer must do all things necessary at its own expense to enable Naissus to enter the Customer’s premises or that of third party where the goods are stored to repossess the goods.
    8. Payment terms thereafter will be on a strictly CBD (cleared fund before delivery) basis only. Sales will be made subject to Naissus’s standard Conditions of Sales
    9. It is acknowledged that clause 19, 20 and their subclauses have been specifically drawn to the Customer’s attention that the Customer has read and fully understands these terms and accepts them without reservation. These clauses also create a security interest in favour of Naissus, which Naissus may perfect by effecting a registration on the Personal Property Securities Register (PPSR).
  3. Security
    1. Words and expressions used in this clause that are not expressly defined in these terms and conditions but which have a defined meaning in the Personal Property Securities Act 2009 (Cth) (PPSA) have the same meanings as in the PPSA.
    2. To secure all the Customer’s present and future obligations, including without limitation its payment obligations, and liabilities to Naissus (Secured Obligations), the Customer hereby grants a security interest in all its personal property and charges all its other property, including without limitation all its rights, title and interest in and to any land, by way of a charge to and in favour of Naissus (Secured Property), without regard to the kind or location of the Secured Property, or whether the Secured Property is held by the Customer as beneficial owner, as trustee of a trust, or jointly with one or more persons. The Customer acknowledges and agrees that the security interest created under this clause attaches to the Secured Property in accordance with the PPSA and confirms that it has not agreed to postpone the time for attachment.
    3. The Customer is entitled to request Naissus to discharge the charge and security interest created under this clause if (i) it satisfies the Secured Obligations in full, (ii) all commitments that might give rise to any Secured Obligations are terminated, and (iii) no payment, conveyance or transfer to Naissus in satisfaction of any Secured Obligation is void, set aside or voidable, or potentially void, capable of being set aside, or voidable.
    4. The Customer acknowledges and agrees that if it fails to fully satisfy any of its payment obligations to Naissus, Naissus may: (i) enforce its security interest and charge; (ii) declare the Secured Obligations immediately due and performable; or (iii) declare the Secured Obligations due and performable on demand.
    5. Without limiting anything else in these standard terms and conditions, the Customer consents to Naissus registering the security interests and charges created under these standard terms and conditions on the PPSR and any other applicable registers, including without limitation the lodgement of one or more caveats or other such notices in respect of any land in and to which the Customer has any rights, title and interest.
    6. The Customer will not, without notice, change their name or initiate any change to any registered documentation, or act in any manner which would impact on the registered security interest of Naissus;
    7. The Customer waives any right the Customer has under the PPSA to:
      1. receive notice in relation to registration events; or
      2. to claim any damages available under section 271 of the PPSA.
    8. The Customer agrees to waive or exclude such sections of the PPSA as Naissus may require, subject to those sections being capable of exclusion.

Warranty & return

  1. All products supplied by Naissus are covered, as standard, by the relevant manufacturer’s warranty on a Return to Base (RTB) basis, which means that a defective product is required to be returned to Naissus or the Authorised Service Centres of Naissus at the Customer’s own cost. Details of the manufacturer’s warranty for individual products are listed separately in the Warranty Matrix which Naissus reserves the right at all times to change according to the manufacturer’s direction.
  2. Any return of a defective product to Naissus must be first authorised in accordance with the following process:
    1. The Customer must obtain a Return Authorisation Number (RA Number) from Naissus prior to shipping the defective products to Naissus.
    2. The Customer shall then be authorised to return the defective products, noting the RA Number and proof of purchase, to Naissus or the Authorised Service Centres of Naissus.
  3. Naissus will not accept any return or claim under the manufacturer’s warranty of a defective product if it does not comply with the above procedure. No defective product or claim under the warranty or return of any product will be credited to the Customer’s account unless the Customer has complied with the directions as set out in clause 23 to Naissus’s reasonable satisfaction.
  4. Except when an approval has been obtained from or a separate agreement has been reached with Naissus to waive the restocking fee, a re-stocking fee will apply to all goods returned for credit. The credit value of returned goods will be at the current selling price at the time of return less a 15% re-stocking fee calculated based on the original selling value of the returned goods.
  5. The Customer undertakes to Naissus  that it will acquire any products and/or services from Naissus in accordance with these terms and conditions strictly for the purpose of resupplying those products and/or services to consumers in the course of its business.

Contrary, liability & jurisdiction

  1. Failure by Naissus to insist upon strict performance of any term or condition herein shall not be deemed a waiver thereof or of any rights Naissus may have, and shall not be deemed a waiver of any subsequent breach of any term or condition.
  2. Naissus’s liability to the Customer is limited in accordance with clause 36 for all loss or damage suffered by the Customer in connection with or arising out of these terms and conditions or any sales contract other than any loss or damage for which Naissus is required to indemnify the Customer under Division 3 of Part 5-4 of the Australian Consumer Law. In the event that the provisions of Division 3 of Part 5-4 of the Australian Consumer Law apply to require Naissus to indemnify the Customer for loss or damage suffered by the Customer, the Customer acknowledges that it is fair and reasonable that Naissus’s liability to indemnify the Customer is limited to the maximum extent permissible under section 276A of the Australian Consumer Law.
  3. Subject to clause 35, Naissus shall not be liable to the Customer or the Customer’s servants, agents, or representatives of the Customer for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort, contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or indirect labour costs and overhead expenses and damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributed to the performance of the sales contract (including any contract for the provision of the Cloud Services by Naissus to the Customer) and in no event shall any claim be recognised unless the claim is in writing and received by Naissus within fourteen (14) days of the date of delivery. In any event, the liability of Naissusunder any sales contract (including any contract for the provision of the Cloud Services by Naissus to the Customer) is limited to the replacement of the goods or the supply of equivalent goods or the repair of the goods.
  4. These terms and conditions are the entire agreement between Naissus and the Customer with respect to the transactions and matters contemplated herein and are deemed to be incorporated into all quotations and sales contracts (express or implied) for the supply of goods and services (including Cloud Services) to the Customer and supersede all terms and conditions previously issued by Naissus. Naissus reserves the right to change the terms and conditions without prior notice. No sales contract for the supply of goods or provision of services (including Cloud Services) shall exist between Naissus and the Customer except upon these terms and conditions unless their exclusion or modification is agreed to in writing by Naissus. Any order placed by the Customer is deemed to be an order incorporating these terms and conditions notwithstanding any inconsistencies in the Customer’s order. Each order placed by the Customer is subject to acceptance or rejection by Naissus and is not binding on Naissus prior to Naissus’s acceptance of it. Naissus may refuse to proceed with any sales contract at any time if the Customer’s credit is or becomes unsatisfactory to Naissus.
  5. These terms and conditions and all other contracts entered into between Naissus and the Customer referred to in these terms and conditions are subject to the laws in force in the State of Victoria, Australia, and the parties submit to the jurisdiction of the courts of Victoria, Australia.

Website Access Terms & Conditions

These terms & conditions are in additional to the normal trading terms and conditions of Naissus. By accessing any Websites of NAISSUS CORPORATION PTY LTD (collectively “NAISSUS” or “Naissus”) or otherwise indicating acceptance as set forth below, you are agreeing to the following terms and conditions (as modified from time to time), and each time that you access the Naissus Website you re-assert your agreement. If you do not agree with these terms and conditions, then you may not access or use the www.naissus.com.au or any other NAISSUS Website.

  1. PasswordIn order to access certain Naissus e-Commerce Websites and Portals, you must present a valid password and user ID. Your password is your sole responsibility, and you must take all necessary actions to safeguard the security of your password and its use in accessing Naissus Website and ordering product via Naissus . You agree not to challenge the validity or enforceability of any order made via Naissus with your password. You must not disclose your password to any person who is not authorised to use the password on your behalf. You will be solely responsible for all unauthorised use of your password by your employees or third parties, except where caused solely and directly by Naissus negligence. Naissus highly recommends that you change your password periodically, and that you change your password immediately when you have reason to believe that your password security has been compromised. Test
  2. Terms and Conditions of SaleAll sales of products and finished goods offered and supplied by Naissus Corporation Pty Ltd (‘Naissus’) to its Customer (“Customer”) for resale (“Products”) shall be pursuant to the standard terms and conditions of Naissus. Any conflicting terms in your purchase order or elsewhere are without effect unless signed by the applicable party(ies). All Customer purchases from Naissus are deemed to be purchases pursuant to a written agreement.
    1. ACCEPTANCE: Customer’s acceptance of these Terms and Conditions shall be indicated by any of the following, whichever first occurs: (a) Customer’s written acknowledgement hereof, (b) Customer’s submission of an order to Naissus, regardless of whether the Product(s) ordered is ever delivered or if the purchase order is completely or partially fulfilled, rejected, modified or cancelled; (c) Customer’s receipt of any part of the items specified for delivery in any purchase order submitted to Naissus, (c) Customer’s application for credit submitted to Naissus, (d) accessing any Naissus e-Commerce Websites, or (e) any other act or expression of acceptance by Customer.  Customer’s acceptance is expressly limited to the Terms and Conditions in their entirety without addition, modification or exception and any term, condition, or proposal hereafter submitted by Customer (whether oral or in writing), which is inconsistent with or in addition to the Terms and Conditions set forth hereon is objected to and is hereby rejected by Naissus. Naissus’s silence or failure to respond to any such subsequent term, condition or proposal shall not be deemed to be Naissus’s acceptance or approval thereof.
    2. Customer shall promptly notify Naissus, no later than 24 hours from invoice date, of any claimed shortages or rejection as to any delivery, with the exception of deliveries that reveal external shipping damage, which, in some instances, must be refused immediately upon delivery by the carrier. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to provide any such notice within such time shall be deemed an acceptance in full of any such delivery. Naissus shall not be liable for any shipment delays that affect Naissus or any of Naissus’s suppliers, including but not limited to delays caused by unavailability or shortages of Products from Naissus’s suppliers, natural disasters, acts of war or terrorism, acts or omissions of Customer, fire, strike, riot, or governmental interference, unavailability or shortage of materials, labour, fuel or power through normal commercial channels at customary and reasonable rates, failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.
  3. WarrantyThis warranty is in lieu of all other warranties whether statutory, express or implied, including but not limited to, implied warranties of merchantability, fitness for particular purpose and non-infringement and for all other obligations or liabilities on Naissus part.NAISSUS neither assumes, nor authorises any other person to assume for Naissus Corporation, any other liability in connection with the sale of products to customer.  This warranty shall not apply to any units of products which shall have been repaired or altered other than by Naissus or which shall have been subject to misuse, negligence, or accident.  Naissus shall not be liable for personal injury resulting directly or indirectly from the design, material, operation or installation of any units of products.Customer further acknowledges that Naissus will have no responsibility for any claims for infringement of intellectual property rights pertaining to distribution, sale or use of the products.  Naissus shall have no duty to defend, indemnify or hold harmless customer from and against any or all damages and costs incurred by customer arising from the infringement of patents or trademarks or the violation of copyrights.
  4.  Limitation of LiabilityNAISSUS shall not be liable to customer, customer’s customers, or any other party for any loss, damage, or injury that results from the use or application by customer, customer’s customer, or any other party, of products delivered to customer, unless the loss or damage results directly from the intentionally tortious or fraudulent acts or omissions of Naissus.  In no event shall Naissus be liable to customer or any other party for loss, damage, or injury of any kind or nature arising out of or in connection with these terms and conditions, or any agreement into which they are incorporated, or any performance or nonperformance under these terms and conditions by Naissus australia, its employees, agents or subcontractors, in excess of the net purchase price of the products or services actually delivered to and paid for by customer hereunder.  In no event shall Naissus be liable to customer or any other party for indirect, special or consequential damages, including, but not limited to loss of good will, loss of anticipated profits, or other economic loss arising out of or in connection with Naissus’s breach of, or failure to perform in accordance with any of these terms and conditions, or the furnishing, installation, servicing, use of performance of any products or information Naissus shall provide hereunder, even if notification has been given as to the possibility of such damages.
  5. ConfidentialityThe receiving party shall protect the confidentiality and secrecy of the disclosing party’s Confidential Information and shall prevent any improper disclosure or use thereof by its employees, agents, contractors or consultants, in the same manner and with the same degree of care (but in no event less than a reasonable degree of care) as it uses in protecting its own information of a confidential nature for a period of three (3) years from the date of such disclosure.  Each party agrees to provide notice to the other immediately after learning of or having reason to suspect a breach of any of the restrictions.  Notwithstanding the foregoing, each party may disclose the other party’s Confidential Information if and to the extent that such disclosure is required by applicable law, provided that the receiving party uses reasonable efforts to limit the disclosure and provides the disclosing party a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.
    1. Each party retains for itself all proprietary rights it possesses in and to all of its own Confidential Information.  Accordingly, Confidential Information which the disclosing party may furnish to the receiving party shall be in the receiving party’s possession pursuant only to a restrictive, non-transferable, non-exclusive license under which the receiving party may use such Confidential Information under the terms of this Agreement, solely for the purposes of satisfying its obligations hereunder.  Each party understands that the party receiving Confidential Information may now or in the future be developing proprietary information internally, or receiving proprietary information from third parties in confidence that may be similar to disclosed Confidential Information.  Nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, for itself or others, that compete with the products, processes, systems or methods contemplated by disclosed Confidential Information.
    2. Each party acknowledges that any material violation of the rights and obligations provided may result in immediate and irreparable injury to the other party, and hereby agrees that the aggrieved party shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against any such continued violations upon adequate proof, as required by applicable law.  Notwithstanding each party hereby submits itself to the personal jurisdiction of the courts of competent subject matter jurisdiction for purposes of entry of such injunctive relief.
  6. Electronic Communications DisclaimerNaissus is not liable for any failure of the Naissus service, EDI service, or any other form of electronic communication (collectively, “Electronic Communication”) to transmit, receive, store or handle documents or perform related activities.  Naissus does not represent or warrant that the information accessible via the Naissus Website is accurate, complete or current.  Price and availability information is subject to change without notice.
    1. Customers must properly use security procedures, which are reasonably sufficient to ensure that all electronic transmissions of documents to Naissus are authorised and shall be responsible for any such unauthorised transmissions. Any order properly transmitted in accordance with these terms and conditions is considered to be “in writing”; and any order containing a code is deemed (a) to have been “signed” and (b) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. Customer and Naissus agree not to contest the validity or enforceability of orders as to whether certain agreements are to be in writing or signed.
    2. Independent Contractor:  Naissus and Customer are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties.
  7. Force MajeureNeither party shall be liable to the other for any delay in performance or failure to perform, in whole or in part, due to labour dispute, strike, war or act of war (whether an actual declaration is made or not), insurrection, riot, civil commotion, act of public enemy, accident, fire, flood, earthquake, or other act of God, act of any governmental authority, judicial action, computer virus or worm, or similar causes beyond the reasonable control of such party.  If any event of force majeure occurs, the party affected by such event shall promptly notify the other party of such event and take all reasonable actions to avoid the effect of such event.
  8. DisputesBoth parties agree to negotiate in good faith the settlement of any disputes that may arise under this Agreement.  If necessary, such disputes shall be escalated to appropriate senior management of each party.  In the event that such good faith settlements fail, excluding any and all disputes, any and all other disputes and controversies of every kind and nature between the parties arising out of or in connection with the existence, construction, validity, interpretation, or meaning, performance, non-performance, enforcement, operation, breach, continuance, or termination of this Agreement. This Agreement will be governed by the laws of Victoria, Australia.  Should there be any controversy or dispute arising from or related to the Agreement, the Parties agree to resort to the arbitration in Victoria, Australia.  In the event of any litigation arising out of this Agreement or its enforcement by either party, the prevailing party shall be entitled to recover as part of any judgement, reasonable attorneys’ fees and court costs.
  9. NoticeAll written notices required by this Agreement must be delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt.
  10. DisclaimerUse of the Naissus e-commerce website is on an “as is” basis and Naissus makes no representations or warranties of any kind with respect to the website or related products. Naissus disclaims all representations and warranties, including without limitation warranties of merchantability and fitness for a particular purpose. In addition, Naissus does not represent or warrant that the information accessible via the Naissus  website is accurate, complete or current. Price and availability information is subject to change without notice.
  11. Limitation on UseCustomer hereby acknowledges that Products are not intended for use in life support systems, critical care applications, human implantation, commercial aviation, nuclear facilities or systems or any other applications where product failure could lead to injury to persons or loss of life or catastrophic property damage.  Naissus hereby disclaims any liability or responsibility for risk of loss, expenses, cost, liability, litigation and/or potential adverse verdict or judgment in relation to any such use of the products.
  12. Limited LicenseThe information and databases provided to you via certain Naissus e-Commerce Websites is licensed to you by Naissus for your use only in the ordinary course of your business for your review, selection and purchase of products from Naissus. This license is non-exclusive, non-transferable, and may be terminated by Naissus with or without cause at any time.
  13. Limitation of LiabilityExcept as specifically stated herein, neither Naissus nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with your use of any Naissus Website. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.In no event shall Naissus be liable for any consequential, incidental, indirect, exemplary, punitive, special or other damages whatsoever resulting from or related to customer’s use of any Naissus Australia website or Naissus performance or failure to perform under this agreement or the furnishing, performance or use of any product(s) sold pursuant hereto, whether due to breach of contract, breach of warranty, strict liability, product liability, personal injury, the negligence of Naissus or otherwise.  Naissus liability shall be limited solely to the repair, replacement or credit of the product(s), at Naissus option.
  14. IndemnityYou agree to defend, indemnify and hold Naissus and its affiliates, and their respective directors, officers, employees and agents, harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or in any way relating to your use of any Naissus Websites or any Product acquired from NAISSUS CORPORATION PTY LTD.
  15. ModificationThese Terms and Conditions, along with (a) the terms and conditions on any Naissus invoice, (b) the terms and conditions of the Naissus credit application, and (c) the terms and conditions of any other agreement signed by authorized representatives of both Customer and Naissus, sets forth the entire agreement and understanding of the parties relating to the subject matter herein.  In the event of a conflict between these various terms and conditions, they will take effect in the following order of precedence: (1) any signed agreement between the parties; (2) the terms and conditions on any Naissus Invoice, (3) these Terms and Conditions, and (4) the terms and conditions in Customer’s credit application to Naissus.  Any terms and conditions on Customer’s purchase order or any other document not signed by Naissus shall have no force and effect.Notwithstanding the foregoing, if Customer and Naissus have executed an agreement that specifically supersedes and replaces or modifies any or all of the Terms and Conditions, the terms of such Agreement shall control. No additional or different terms of conditions, whether material or immaterial, shall become a part of these Terms and Conditions unless expressly accepted in writing by an authorised officer of Naissus. Any waiver by Naissusof one or more of these Terms and Conditions or any defaults hereunder shall not constitute a waiver of the remaining Terms and Conditions or any future defaults hereunder. It is the intention of the parties that these Terms and Conditions shall be enforceable to the fullest possible extent, regardless of any partial invalidity or unenforceability, and that no failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. The rights and obligations of Customer under the Terms and Conditions may not be assigned by Customer without the prior written consent of Naissus(which shall not be unreasonably withheld).Naissus may modify the information and functionality of any Naissus Website at any time.  Naissus reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms and Conditions at any time, and you agree to be bound by such modifications, alterations or updates.  Any modifications, alterations or updates to these Terms and Conditions will be available to you on the Naissus Website, and you agree to regularly check the Naissus Website for new versions of these Terms and Conditions.
  16. Governing LawThis Agreement will be governed by the laws of the State of Victoria, Australia, excluding the application of its conflicts of law rules. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.  Customer agrees to pay court costs and reasonable legal fees incurred in the collection of any unpaid balances whether or not suit is filed.BY ACCESSING ANY NAISSUS WEBSITES, YOU ACCEPT ALL THE TERMS AND CONDITIONS WITHIN THIS AGREEMENT (NAISSUS: TERMS AND CONDITIONS), IN ADDITION ACCEPT THE TERMS AND CONDITIONS OUTLINED IN THE NAISSUS DEALER APPLICATION FORM.  BOTH TERMS AND CONDITIONS ARE APPLICABLE ON ALL TRANSACTIONS BETWEEN NAISSUS AND THE Customer.

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