1. Definitions

1.1 “Supplier” means TLM Solutions Pty Ltd and/or employees, authorised agents and permitted assigns;
1.2 “Customer” means a Customer and/or any agent or assigns of the Customer;
1.3 “Guarantor” means a person who agrees to be liable for the debts of the Customer;
1.4 “Goods” includes services incidental to the supply of goods. The goods shall be described on the invoices/quotation/order form as provided by the Supplier to the Customer;
1.5 “Services” includes any incidental supply of goods, advice or recommendations;
1.6 “Price” means the costs of the good as at the date of this agreement.

2. Interpretation

Reference to-
2.1 The singular includes the plural and the plural includes the singular;
2.2 A person includes a body corporate;
2.3 A party includes the parties, directors, agents, executors, administrators, successors and permitted assigns;
2.4 A provision of this agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the agreement.

3. Acceptance of Terms and Conditions

3.1 Receipt of instructions by the Supplier from the Customer for the supply of and/or acceptance of goods/services is deemed acceptance of the terms and conditions herein on the part of the Customer;
3.2 These terms and conditions, having been accepted, cannot be rescinded other than as provided for within these terms and conditions and are irrevocable unless by written agreement between the Customer and the Supplier.

4. Authority

4.1 The Customer hereby acknowledges that the Supplier’s agents, representatives or employees are NOT authorised to make any representations, statements, assertions or agreements not expressed by the Supplier’s Manager in writing. The Supplier is not bound by any such unauthorised statements.

5. Price

5.1 The price will be the Supplier’s current price as at the date of delivery of the goods/ services;
5.2 The Supplier may alter its prices by reasonable notice to the Customer.

6. Terms of Payment

6.1 Unless otherwise stated, payment is due within 7 days of delivery of the goods/services;
6.2 The Supplier may withhold delivery of the goods/services until payment has been received by the Customer;
6.3 All fees, costs and expenses as agreed between the Supplier and the Customer are exclusive of any amount that the Supplier is obliged to charge the Customer in accordance with GST legislation;
6.4 In the event that the Customer has not paid the entire purchase price or payment has been dishonored, the Supplier shall be entitled to exercise a lien over the goods the subject of this agreement;
6.5 In the event that payment is not received by the Supplier from the Customer and, the Supplier retains possession or control of the goods and, the Supplier has made a demand in writing of the Customer for payment of the goods, then the Supplier may dispose of the goods and may claim from the Customer the loss to the Supplier in such disposal.

7. Interest/Late Fees

7.1 The Supplier reserves its rights to charge the Customer interest on overdue invoices which shall accrue from the date when payment becomes due. Interest shall be calculated at the current overdraft rate of the Sellers financial institution plus 5% per calendar month or part thereof.
7.2 The Supplier also reserves the right to charge a late fee of $20.00 per calendar month, or part thereof.

8. Delivery of Goods/Services

8.1 The Supplier will deliver goods/services to the Customers nominated address;
8.2 The Customer shall make all arrangements necessary to take delivery of the goods when they are tendered for delivery;
8.3 Delivery of the goods by Supplier to a carrier either upon the Customer’s request or at the discretion of Supplier for the purpose of transmission of the goods to the Customer, is deemed to be delivery of goods to the Customer;
8.4 The Customer shall reimburse the Supplier for any reasonable costs associated with delivery of the goods by a carrier;
8.5 Delivery of the goods to a nominee of the Customer is deemed to be delivery to the Customer of the goods for the purposes of this agreement;
8.6 The failure of the Supplier to deliver the goods/services is not to be deemed as the Supplier’s repudiation of this contract;
8.7 Provided the quantity of goods delivered by the Supplier to the Customer is within 10% of the quantity ordered, the Customer shall have no right of termination or damages under the contract, and the price of the goods ordered shall be adjusted pro rata to the discrepancy.

9. Liability

9.1 All risk for the goods passes to the Customer on delivery;
9.2 In the event that the goods are damaged or destroyed prior to delivery to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the goods. This applies even if the price has become payable by the Customer. Any insurance proceeds can be obtained by the Supplier upon the Supplier’s production of these terms and conditions.

10. Customer’s Warranties and Indemnities

10.1 The Customer authorises the Supplier:
a. To the extent permitted by law, to collect, retain and use any information about the Customer;
b. To disclose any information obtained by any person for the purposes of delivering goods and/or services.
10.2 The Customer indemnifies the Supplier:
a. Against any penalty or liability incurred by the Supplier for any breach by the Customer of these terms and conditions;
b. Against all actions, claims, demands, losses, damages, costs and expenses which the Supplier may sustain or incur or for which the Supplier may become liable whether during or after the term of this agreement, by reason of any act or omission or negligence by the Supplier and its respective employees or any other authorised person.

11. Defective Goods

11.1 The Customer will, within 7 days of delivery of the goods/services, notify the Supplier, in writing, of any defect;
11.2 Upon it notifying the Supplier of such defect, the Customer, within a reasonable time, will afford the Supplier an opportunity to inspect the goods;
11.3 Subsequent to the Supplier’s inspection of the alleged defective goods/services, the Supplier will notify the Customer in writing whether the Customer is entitled to reject the goods/services as delivered;
11.4 In the event that the Customer fails to comply with Clauses 11.1, 11.2, 11.3, the goods/services shall be deemed free from any defect or damage;
11.5 In the event that the Supplier agrees, in writing, that the Customer is entitled to reject the goods/services provided, the Supplier’s liability is limited to either replacing or repairing the goods or services provided that:
a. The Customer has complied with Clauses 11.1 and 11.2 above;
b. The Goods are returned to the Supplier, at the Customer’s cost, within 2 days of the Customer receiving notice from the Supplier that the Customer is entitled to reject such goods;
c. The Goods are returned in the condition in which they were delivered and with all packaging, and instruction material;
11.6 The Supplier will not be liable to the Customer for any goods which have not been stored or used in a proper manner.

12. Goods Not Manufactured By The Supplier

12.1 For goods not manufactured by the Supplier, the Supplier shall be under no liability whatsoever in respect of such goods except for express conditions contained within the manufacturers warranty;
12.2 For such goods referred to above in Clause 12.1, the warranty shall be that specified by the manufacturer of the goods.

13. Second Hand Goods

13.1 In the case of second hand goods, the Supplier provides no warranty to the Customer as to the quality or suitability for any purpose of such goods;
13.2 If applicable, the Customer acknowledges that they have had full opportunity to inspect any second hand goods supplied by the Supplier, prior to delivery, and therefore indemnify the Supplier against any claims arising as a result of the supply of such goods.

14. Default

14.1 The Customer agrees to pay all legal costs and collection costs, disbursements incurred by the Supplier, on an indemnity basis, for any action taken by the Supplier for the default of the Customer of payment of any invoice or for any of the terms and conditions of this agreement;
14.2 The Supplier reserves the right to withhold all action on the Customer’s behalf or the supply of goods to the Customer if, at any time, the Customer is in breach of any obligation contained herein, including those relating to payment. The Supplier will not be liable to the Customer for any loss or damage suffered as a result of the Supplier exercising its rights pursuant to this Clause;
14.3 Upon the occurrence of any of the following:
14.4 The Customer failing to satisfy any payment owing to the Supplier; or
14.5 In the Supplier’s opinion, the Customer will be unable to make payments when they fall due; or
14.6 The Customer becomes insolvent; or
14.7 The Customer proposes or enters into an arrangement with creditors or makes an assignment for the benefit of its creditors; or
14.8 In respect of the Customer, a receiver, manager, liquidator or other is appointed; then The Supplier may cancel any order or part order of the Customer remaining unperformed, and all amounts owing by the Customer to the Supplier will immediately become payable.

15. Property in Goods/Services

15.1 Property in the goods/services shall not pass from the Supplier to the Customer until the Customer has paid all amounts owing to the Supplier for the goods/services;
15.2 Until such time as property in the goods passes from the Supplier to the Customer, the Supplier may request in writing, the return of the goods from the Customer;
15.3 In the event that the Customer fails to return the goods to the Supplier within a reasonable time, the Supplier may take possession of the goods, by entering upon and into land and premises owned, occupied or used by the Customer. The Supplier will not be liable for any damage or loss caused as a result of taking possession of the goods pursuant to this Clause 15.2;
15.4 In the event that payment by the Customer to the Supplier for the goods is made in a form other than cash, property in the goods shall not pass to the Customer until such payment has been honoured, cleared or recognised;
15.5 Whilst property in the goods remains with the Supplier, the Customer shall not charge or grant any interest in the goods to any other person;
15.6 Not withstanding that ownership of the goods may not have passed to the Customer, the Supplier can commence proceedings to recover payment for the goods.

16. Security

16.1 The Customer and/or Guarantor charges any and all real and personal property that it owns to the Supplier as security for the performance by the Customer of all the Customer’s obligations under this agreement.
16.2 The Customer and/or Guarantor agrees and permits the Supplier to lodge a caveat or other security over any property referred to in 16.1.

17. Termination

17.1 The Supplier may terminate this contract by giving 7 written days notice to the Customer;
17.2 The Customer indemnifies the Supplier for any loss or damage suffered as a result of termination of this agreement by the Supplier;
17.3 The Customer agrees to provide the Supplier with 1 months written notice of its intention to terminate this contract.

18. Credit

18.1 The Customer and/or Guarantor authorise the Supplier to obtain all information the Supplier considers relevant in assessing the Customer’s application for commercial credit pursuant to this agreement;
18.2 The Customer and/or Guarantor authorise the Supplier to obtain, from a credit reporting agency, a credit report containing all personal credit information about the Customer and/or Guarantor in relation to commercial credit provided by the Supplier;
18.3 The Customer and/or Guarantor authorise the Supplier to exchange information about the Customer and/or Guarantor with credit providers in order to assess an application for credit by the Customer, and/or notify other credit providers of the Customer’s default, and/or assess the credit worthiness of the Customer and/or Guarantor.

19. Return of Goods

19.1 In the event that the Customer returns goods to the Supplier after delivery, the Supplier reserves its rights to charge the Customer a fee equal to but not exceeding 20% of the purchase price of the goods. This percentage is an estimate of administration and other costs and/or damages resulting from the return of goods.
19.2 There is no Return of Goods terms for Special Order items.
19.3 There are no refunds on licenced TLM Attendance Manager and/or customised versions of TLM Attendance Manager software.
19.4 Customer is responsible for the costs of returning goods.

20. Miscellaneous

20.1 If anything in this agreement is unenforceable, illegal or void then it is severed and the rest of this agreement remains in force;
20.2 The Supplier may alter the terms and conditions contained herein at any time by giving reasonable notice to the Customer of the change;
20.3 The Customer may not claim any set-off or counter claim against any payments due by it to the Supplier;
20.4 This agreement is governed by the laws of the State of Queensland and the parties submit to the jurisdiction of the Courts of that State;
20.5 Neither party shall be liable for any act of war, strike, industrial action, fire, flood, drought, storm or other act of natural cause beyond the reasonable control of either party.