Terms and Conditions

Sale of Goods and Services

1. AllData Pty Ltd (“AllData Pty Ltd”) provides goods and services in accordance with these terms and conditions (“Conditions”), unless otherwise agreed in writing.
2. When a person or entity (“the Purchaser”) places an order for goods and/or services and AllData Pty Ltd accepts that order, the Purchaser agrees that these Conditions are binding on both parties for the sale of the goods and/or services.
3. These Conditions can only be amended or varied by a written agreement signed by both parties.

Orders

1. Information provided by AllData Pty Ltd regarding goods and services (including price lists) does not constitute an offer to sell, but an invitation to negotiate.
2. An order or offer to purchase is an offer to buy goods and/or services at the price set by AllData Pty Ltd at the date of delivery (plus delivery and other applicable charges).
3. AllData Pty Ltd reserves the right to accept or reject any order, in whole or in part, for any reason.
4. Without limiting clause 2.3, AllData Pty Ltd may reject an order if the Purchaser’s credit application is denied, payment for other goods and/or services is overdue, goods are unavailable, there is an error in the price or description of goods/services, or there is an error in the order.

Specifications

1. AllData Pty Ltd reserves the right to change the specifications of goods and/or services without notice to the Purchaser.

Price

Unless otherwise notified in writing by AllData Pty Ltd, all prices for goods and/or services:

1. Are quoted in Australian dollars;
2. Are subject to change without notice;
3. Exclude delivery and other applicable charges;
4. Are subject to exchange rate variations for international orders.

Unless otherwise agreed in writing, the price payable for goods and/or services is the price set by AllData Pty Ltd at the date of delivery, plus delivery and other applicable charges.

Payment

1. The Purchaser must pay the price (and any delivery and other applicable charges) for the goods and/or services in accordance with the payment terms specified on the invoice provided by AllData Pty Ltd. AllData Pty Ltd reserves the right to pass on any costs associated with particular forms of payment (e.g., merchant fees for credit card payments). If payment is due on a weekend or public holiday in Queensland, payment must be made on the preceding working day.
2. If the Purchaser fails to make full payment by the due date, AllData Pty Ltd may, at its discretion:

1. Refuse to supply the Purchaser with further goods and/or services; or
2. Require the Purchaser to pay for further goods and/or services in full prior to delivery.

1. Time is of the essence regarding the Purchaser’s obligation to make payment for goods and/or services.
2. Any payments made by the Purchaser to AllData Pty Ltd will be applied as follows:

1. First, as reimbursement for any collection costs and expenses incurred (as per clause 14.3(b));
2. Second, towards any interest charged to the Purchaser (as per clause 14.3(a));
3. Third, in satisfaction or part satisfaction of the oldest portion of the Purchaser’s account.

1. Where AllData Pty Ltd owes a debt to the Purchaser, AllData Pty Ltd may set off the amount of that debt against any amount payable to AllData Pty Ltd by the Purchaser.

GST

1. Unless otherwise stated, all amounts payable for goods are exclusive of Goods and Services Tax (GST). AllData Pty Ltd reserves the right to recover from the Purchaser all GST payable in respect of the supply of goods and/or services.

Delivery

1. If the Purchaser claims that goods are defective, short delivered, or not as specified in the order, the Purchaser must notify AllData Pty Ltd in writing (providing sufficient particulars) within seven (7) days of delivery. If the Purchaser fails to notify AllData Pty Ltd within this time frame, the goods will be considered accepted, and AllData Pty Ltd will be discharged from any liability regarding the goods being incorrect, defective, or short delivered.
2. AllData Pty Ltd will make reasonable efforts to deliver the goods within the agreed time frames; however, the Purchaser acknowledges that all quoted delivery times are estimates only. Failure to deliver within these times will not constitute a breach of these Conditions. AllData Pty Ltd will not be liable for any loss or damage resulting from any delay in delivery. The Purchaser will not be relieved of any obligation to accept or pay for goods due to any delay in delivery.
3. Delivery occurs when the goods are first left with the Purchaser (or at the Purchaser’s premises or another agreed place). AllData Pty Ltd is not required to obtain the Purchaser’s signature as proof of delivery. Upon delivery, all risk in the goods passes to the Purchaser.

Title to Goods

1. Ownership of the goods remains with AllData Pty Ltd, and title does not pass to the Purchaser until AllData Pty Ltd has received full payment for the goods and all sums owing on the Purchaser’s accounts with AllData Pty Ltd.
2. From the time the goods are delivered to the Purchaser until title passes to the Purchaser in accordance with clause 8.1, the Purchaser takes custody of the goods and retains them as the bailee of AllData Pty Ltd.
3. If the Purchaser fails to pay AllData Pty Ltd for the goods by the due date, the Purchaser agrees to deliver the goods to AllData Pty Ltd upon demand, and consents to AllData Pty Ltd entering the premises where the goods are stored to retake possession of the goods.

Recalls

In the event of a product recall, the Purchaser agrees to provide AllData Pty Ltd with reasonable assistance as required for the recall.

Certificates

In the absence of manifest error:

1. The written records of AllData Pty Ltd in relation to a delivery of goods will be conclusive evidence of the type and quantity of goods delivered, and the date and time of delivery; and
2. Certification from AllData Pty Ltd’s authorized representative will be conclusive evidence of the amount owed for the goods.

Exclusion of Warranties and Liability

1. AllData Pty Ltd provides no express warranty regarding the goods and/or services. To the fullest extent permitted by law, all conditions and warranties, whether express or implied by law or otherwise, are excluded.
2. Where a condition or warranty cannot be lawfully excluded, AllData Pty Ltd’s sole liability for any breach of that condition or warranty is limited, at AllData Pty Ltd’s election, to:

1. Replacing or repairing the goods (including the possibility of replacement with equivalent goods);
2. Payment of the cost of replacing or repairing the goods (including purchasing or acquiring equivalent goods); or
3. Re-performing any non-conforming services.

1. The Purchaser acknowledges that it has not relied on the skill or judgment of AllData Pty Ltd as to whether the goods and/or services are reasonably fit for any purpose.
2. Any description of the goods and/or services contained in the order or any other document is for identification purposes only.
3. Except to the extent that it cannot be lawfully excluded, AllData Pty Ltd will not be liable to any person for any loss or damage (consequential or otherwise) suffered or incurred by that person:

1. In relation to the goods and/or services; and
2. Caused by or resulting directly or indirectly from any failure, defect, or deficiency of any kind in the goods and/or services.

Returns

Before returning any goods, an RA (Return Authorization) number must be requested and issued. Goods will not be accepted, credited, or replaced without the RA number stated on the returned goods. Consumable items are not eligible for credit or return unless otherwise agreed by AllData Pty Ltd. Unauthorized returns will be shipped back to the sender at the sender’s expense (a handling fee may also apply). The Customer may return authorized goods using the shipping method of its choice and is responsible for the return shipping charges. AllData Pty Ltd cannot be responsible for damaged or lost shipments. Used or otherwise altered items not in new condition are not eligible for credit. All returns must be received within 30 days of receipt of goods or a credit cannot be issued. Upon receipt of returned items, AllData Pty Ltd will inspect them, return them to inventory if in new, unused condition, and issue the Customer with the credit (a re-stocking fee may apply).

Indemnity

1. To the fullest extent permitted by law, the Purchaser indemnifies AllData Pty Ltd and agrees to keep AllData Pty Ltd indemnified against all loss, liability, costs (including legal costs), and expenses arising directly or indirectly as a result of or in connection with the supply of goods and/or services.
2. The liability of the Purchaser in clause 13.1 is reduced proportionately to the extent that AllData Pty Ltd has contributed to the loss, liability, cost, or expense.

Default

1. The Purchaser will be in default if the Purchaser breaches these Conditions.
2. Without limiting clause 14.1, the Purchaser breaches these Conditions if:

1. Payment in full for the goods and/or services is not made by the due date;
2. The Purchaser attempts to assign or transfer the benefit of these Conditions without obtaining the consent of AllData Pty Ltd;
3. If the Purchaser is an individual and declares or commits an act of bankruptcy, enters into an arrangement or composition with its creditors, or signs an authority under Part X of the Bankruptcy Act;
4. If the Purchaser is a corporation and suffers the appointment of a controller, administrator, receiver, or liquidator, has winding-up proceedings initiated against it, or ceases or threatens to cease carrying on business.
   1. If the Purchaser is in default under clause 14.1, AllData Pty Ltd may:
   1. Charge interest on all amounts owed by the Purchaser to AllData Pty Ltd at a rate of 1% per month, calculated daily for each day following the due date for payment until payment is made in full;
   2. Be reimbursed for and recover from the Purchaser all costs and expenses incurred by AllData Pty Ltd in seeking to collect debts, including, without limitation, the costs of any collection agents and legal costs (on a solicitor and client basis);
   3. Demand immediate payment for all goods and/or services supplied by AllData Pty Ltd, notwithstanding that the payment for those goods and/or services would not otherwise have been due and payable;
   4. Terminate or suspend delivery of any order for goods and/or services; and/or
   5. Terminate any agreement and cease supplying the Purchaser with goods and/or services.
   1. AllData Pty Ltd is not obliged to notify the Purchaser before exercising a right under clause 14.1, and these rights are in addition to any other rights that AllData Pty Ltd may have.

Force Majeure

1. If a party is prevented from or delayed in complying with an obligation (other than to pay money) under these Conditions by an event beyond its reasonable control, performance of that obligation is suspended for the duration of the event, but only to the extent that compliance is prevented or delayed.

Intellectual Property

1. AllData Pty Ltd makes no representations or warranties regarding its rights to deal with any Intellectual Property subsisting in the goods and/or services.
2. Any Intellectual Property subsisting in the goods or arising from the provision of services shall vest in AllData Pty Ltd.

Miscellaneous

1. If a provision in these Conditions is unenforceable, illegal, or void, it is severed, and the remaining terms and conditions continue to operate.
2. The Purchaser must not assign or otherwise deal with these Conditions without the consent of AllData Pty Ltd, which may be given or withheld at AllData Pty Ltd’s absolute discretion.
3. These Conditions are governed by the laws of the State of Queensland, and the parties submit to the jurisdiction of the courts and tribunals of that State and of the Commonwealth.
4. All rights and obligations under these Conditions which by their nature or context must survive termination or expiry will survive the termination or expiry of these Conditions.