GENERAL
1a these conditions shall apply to all Contracts made by Securacore Pty Ltd, ACN 090 606 492, Hereafter called SECURACORE, with customers for the sale of goods and /or services by SECURACORE.
1b these terms shall be binding on the parties to a Contract and no variation shall be effective unless reduced to writing and signed by SECURACORE.
1c Customer's printed terms or conditions of business at variance with these terms shall not be binding on

SECURACORE .QUOTATIONS
2a SECURACORE reserves the right to vary quotations without notice, in accordance with any variation in currency exchange rates, government charges and import duties, transportation costs etc if applicable to the quotation.
2b. The prices quoted as “Exclusive of Tax” do not include Government Sales Tax & GST, and prices will only be charged as exclusive of tax where a valid exemption or sales tax number is quoted.
2c for export purposes, the prices as quoted by SECURACORE are ex-store, Sydney, Australia. The customer is responsible for all additional charges by Government or other authorities required for exportation of product.

PAYMENT
3 Terms are strictly cash on delivery unless a credit facility is granted by SECURACORE. The granting of credit is conditional upon the customer accepting the Terms and Conditions of Sale of SECURACORE, the submission of trade references and if deemed necessary by SECURACORE a director's personal guarantee. SECURACORE reserves the right to refuse credit facilities to any customer.
3b In the case of credit facilities being granted, the customer shall be liable to pay for goods or services ordered within 7 days or such other period as approved in the granting of credit.

CANCELLATION
4 an order accepted by SECURACORE shall not be cancelled by the customer without the written consent of SECURACORE. Where a cancellation is so accepted by SECURACORE, the customer shall pay to SECURACORE all costs incurred by SECURACORE in performing the Contract up to the date of SECURACORE acceptance of such cancellation.

DELIVERY
5a In the event of the customer returning goods, or failing to accept any delivery of the goods tendered, in accordance with the Contract, SECURACORE shall be entitled to invoice the customer for the goods so tendered and to treat the remainder of the Contract if any as cancelled by the customer under Condition 4 hereof.
5b SECURACORE shall be entitled to store at the risk of the customer, any goods which the customer refuses or fails to take delivery of. The customer shall in addition to the invoice prices therefore, and without prejudice to any other damaged goods for which it may be liable, pay all costs of such storage and any additional costs for carriage or whatsoever costs incurred as a result of failure to take delivery which SECURACORE may incur within 60 days of such refusal or failure.
5c Small deviations or variations from particular goods shall not give rise to any claims.

SPECIFICATIONS BY THE CUSTOMER
6 The customer indemnifies SECURACORE against all claims, costs, damages and expenses incurred by SECURACORE or for which SECURACORE may become liable as a direct result of the carrying out of work on/to the goods in accordance with the requirements of specifications the customer requires, including any infringement or alleged infringement of any patent or other industrial or intellectual property or right vested in any person, firm, company or body.

VARIATION OF DESIGN
7 SECURACORE hereby reserves the right at any time to make such alterations to the specifications, design or construction as SECURACORE shall at its own discretion deem fit to, provided always that the goods shall remain of merchantable quality and sufficient for the purpose of the customer's stated intention of use.

LICENCES OF CONSENT
8 if any license or consent of any Government or their authority shall be required for the importation acquisition or use of goods, the customer shall obtain the same at its own expense and, if necessary or so required, produce evidence of the same to SECURACORE on demand.

GUARANTEE
9 SECURACORE guarantees the quality of goods supplied for a twelve month period from the date of delivery/installation to the customer. SECURACORE will, at its discretion, replace free of charge or repair defective goods so delivered, save that SECURACORE shall not be liable in the event of defects arising from fair wear and tear in the use of the goods or from misuse of the goods by the customer.

COMPLAINT
10 all complaints from the customer to SECURACORE that the goods delivered / services provided do not correspond with those ordered shall be made within seven days of delivery/service in writing. Thereafter, the customer will be deemed to have accepted the goods for delivery / service provided.

LIABILITY
11 The goods/services as set out in SECURACORE specification, are only intended to reduce the risk of loss and damage to property and injury to persons in, or on, or near the premises of the customer to the extent that is reasonably practical by use of such goods. SECURACORE does not warrant to the customer that any particular loss, damage or injury can and will be prevented by the use of the goods.

CREDITS
12 return of goods for credit shall be made in writing within 7 days of receipt of delivered goods. Goods shall only be accepted if in 'as new' condition. The goods shall be subject to a restocking fee. No credits will be accepted unless supplied with a copy of the original invoice.

DELAY - FORCE MAJEURE
13 SECURACORE shall not be liable for any loss sustained by the customer through delay in delivering the goods/services ordered where such delay shall have been caused by or arise from force majeure strikes, shortages of labour or materials, riots, civil commotion, fire, flood, drought, loss, delay at sea, break-out of war.

TERMINATION
14 If the customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or, if a receiving order is made against him or being a company it SECURACORE a resolution for voluntary winding up otherwise than for the purpose of amalgamation or reconstruction or shall have a petition for winding up presented against it, or if a receiver shall be appointed for the whole or any part of its undertaking, or if circumstances shall make or suffer any similar action in consequence of debt or shall commit breach of any further part of the Contract, then SECURACORE may stop any goods or goods in transit and suspend deliveries any further performance of the contract and without prejudice to the generality of the foregoing any notice in writing to the customer forthwith determine the Contract without prejudice to any existing claims at the time of such termination.

WAIVER
15 The failure by either party to the Contract, to exercise or enforce any rights conferred by the Contract, shall not be deemed to be a waiver of any such right to operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

CONSEQUENTIAL LOSS
16 SECURACORE's liability to the customer for the defective goods or services, shall be limited to and will not exceed that set out in paragraph 11 above: SECURACORE shall not be liable for consequential loss however arising from such defects.

SOFTWARE
17a If any computer software is provided by SECURACORE to the Customer, such software other than those which are in the public domain shall be provided by SECURACORE subject to the terms and conditions herein:
17b In respect of the Software SECURACORE grants subject to the terms and conditions stated herein a non-exclusive non-transferable license to use the Software at the delivery sites nominated provided always that a single license is obtained for each single central processing unit CPU included in the equipment at the site or on a per site user or other basis as specified in the Order. Any use or right of use to third parties by way of bureau services is prohibited except where agreed in writing by the supplier.
17c SECURACORE warrants that it is either the owner or a distributor or a sub-distributor of the Software and has full authority to provide the software.
17d The Software furnished by SECURACORE hereunder may be copied in whole or in part for its use only and provided that only the number of copies required serving the Customer's needs for security and back-up requirements are made. The Customer agrees not to modify sell re licence or authorise the use of the Software or any part thereof by any other person without prior written consent of SECURACORE. The number of copies made shall on no occasion exceed the number permitted by the owner of the Software.
17e The Customer agrees to include copyright notices and proprietary notices required from time to time by SECURACORE in any form including machine language on any copy of the Software made by the Customer and agrees not to corrupt any security or other mechanisms which are included in the Software.
17f Use of the Software in unauthorized Equipment or programming changes and amendments not completed or approved by SECURACORE will immediately invalidate SECURACORE's obligations pursuant to these Terms and Conditions.
17g SECURACORE may from time to time create revisions of the Software which will be made available to the Customer. If the Customer does not install the revisions within 90 days of them being made available then SECURACORE may suspend its obligations for the effected Software. Any revision programming changes and amendments completed by SECURACORE shall be the property of SECURACORE.
17h Where SECURACORE has consented to the Customer making modifications to the Software the modifications must be formally specified in writing by the Customer and approved in writing by SECURACORE prior to modifications being commenced. SECURACORE must then approve in writing the completed modification prior to use by the Customer. SECURACORE will not be liable for loss or damage or otherwise to the Customer resulting directly or indirectly from any such modification or from any incapacity of any such modification or from any incapacity of any Equipment or Software with such modification.
17i If the license granted pursuant to this Order is terminated: - i the Customer will either destroy the Software and all copies thereof including back-up and security copies and verify by statutory declaration that they have been destroyed or return to SECURACORE the Software and all copies thereof and certify by statutory declaration that the Software and all copies have been returned. ii SECURACORE may destroy the Software and all copies wherever located without demand or notice and for that purpose the Customer hereby permits and shall continue to permit any duly authorized representative of SECURACORE with reasonable notice to enter into and upon any premises occupied by the Customer.
17j SECURACORE will provide improved Software versions and minor enhancements to the program subject to the prompt payment of the appropriate software update fees. If a software product update fee is discontinued for any reason SECURACORE will on the payment of charges for the period of discontinuance and other outstanding charges bring the products up to current versions and install minor enhancements.

TRADEMARKS
18 the supply of goods hereunder, shall not confer any right upon the customer to use any SECURACORE trademark, and at all times such trade mark shall remain the property of SECURACORE.

TITLE
19 Title of all goods sold and delivered to the customer shall remain with SECURACORE and will not pass to the customer until  such time as all monies due from the customer to SECURACORE are paid.

NOTICE
20 Any notice requires to be given hereunder in writing shall be deemed to have been duly given, if sent by pre-paid first class post, fax, e-mail, telex or telegraph addressed to the party concerned at his principle place of business or last know address.

GOVERNING LAW
21 The Contract shall, in all respects, be governed by and construed and interpreted in accordance with the laws of New South Wales and any dispute shall be subject to the exclusive jurisdiction of the courts of New South Wales.

INTERPRETATION
22 where herein, words imparting the singular number used, they shall include the plural number and singular number respectively, and where herein are used words imparting the masculine gender, they shall include feminine or neuter gender respectively.

FREIGHT
23 the purchaser shall be responsible for all loss, damage or deterioration to the goods once they leave SECURACORE's place of business - i.e. they shall then be at the purchaser's risk. Purchasers should obtain insurance to cover this risk. Unless SECURACORE makes other arrangements with the purchaser, the purchaser shall be responsible to arrange and pay for freight from SECURACORE's place of business. If the purchaser requests SECURACORE to arrange transport on his behalf, the freight costs involved will be charged as a separate item.

EXCHANGE RATES & CUSTOMS
24 Prices of imported goods are based upon the rates of exchange and customs duty rulings at the date of quotation. The quoted prices may be varied if these rates change.

COMPUTERS and PERIPHERALS
Where the use of computers and associated peripherals are required as part of an installation, either at the initial installation or at any time throughout the life of the said system, then it is the client’s total responsibility for both implementing and all associates costs in keeping the room where the said equipment is housed at the manufacturers required operating temperature or a maximum temperature of 19 degree Celsius at all times.