Terms and Conditions
Cloud Ready Solutions
Cloud Recovery Solutions Pty Ltd (ABN 68 166 375 766) (“Cloud Ready Solutions”). All sales of goods and services by Cloud Ready Solutions are concluded on the following STANDARD TERMS AND CONDITIONS OF SALE
1.1. Cloud Ready Solutions agrees to supply the requested goods (“Products”) and/or services (“Services”) to the Customer only on these standard terms and conditions (“these Terms”)
2.1. Quotations expire within 14 days or at the end of the current month, whichever comes first unless otherwise specified in the quotation. Whilst all reasonable care has been taken in preparation of a quote, Cloud Ready Solutions does not warrant and is not liable in any way for the accuracy of product specifications, availability, configuration, or quoted prices and the Customer acknowledges that this information is subject to change without notice.
3. Purchase Order
3.1. Only these Terms (not other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between the parties. Cloud Ready Solutions ’s acceptance of a purchase order will not be acceptance of any such terms or conditions.
4.1. Cloud Ready Solutions will use its reasonable endeavours to deliver the Products and supply the Services by the date agreed but is not liable for any delays in delivery caused by matters beyond its control. Freight charges incurred by Cloud Ready Solutions in delivering Products to the Customer will be invoiced to the Customer at cost unless agreed otherwise.
5.1. Unless the Customer gives Cloud Ready Solutions written notice of any aspect of a deliverable which is alleged by the Customer to be otherwise than in accordance with these Terms or any applicable specifications within 7 days of the date of delivery of that deliverable, the Customer is deemed to have accepted that deliverable on delivery.
6. Prices and payment.
6.1. Cloud Recovery Solutions reserves the right to refuse re-orders and change its Licence Program and associated pricing at any time
6.2. Payment terms are strictly COD or as stated on the invoice.
6.3. Products and pre-delivery Services will be invoiced on day of quote acceptance of the Products. Other Services will be invoiced monthly and on completion.
a) The following forms of payments are accepted:
b) bank cheque for COD orders of more than $5,000.00;
c) company cheques for account customers;
d) electronic funds transfer (EFT) to account name: Cloud Recovery Solutions ; BSB: 182-512; account no: 962641973 (Macquarie Bank)
e) for EFT payments, goods will be released on receipt of cleared funds.
NOTE: CASH IS NOT ACCEPTED
7.1. Credit limits may not be exceeded without Cloud Ready Solutions’s written consent.
8. Overdue payments.
8.1. If any amount is not paid by the due date, or any payment by cheque be unpaid, the entire balance then outstanding shall immediately become due and payable without any notice. The Customer agrees that a service charge of 0.05% per day on overdue balances may be charged to the Customer’s account at Cloud Ready Solutions ’s discretion.
9. Collection charges.
9.1. If Cloud Ready Solutions instructs its solicitors to collect an overdue amount all legal fees and collection charges and tracing agents’ fees as between solicitor and client shall be borne by the Customer.
9.2. All payments made by the Customer shall firstly be allocated towards recovery fees and charges thereafter to interest and finally to reduction of the debt.
10. Recovery and governing law.
10.1. The Customer hereby consents to the jurisdiction of the courts of New South Wales for all actions, which may be instituted against it for the recovery of any amounts owing to Cloud Ready Solutions . The agreement will be governed by the laws of New South Wales.
11.1. Cloud Ready Solutions will accept two types of returns based on the following policy.
a) Returning Goods For Credit Cloud Ready Solutions will only accept goods for return if they are current unopened goods in a new condition suitable for sale with a valid Return Authorisation (RA) number within 21 days of the stated Invoice date subject to the Vendors returns policy and all of the Return Guidelines that are relevant to the product are met. A restocking fee may be charged as a percentage of the value of the product.
b) Returning goods for Repair or Warranty Replacement Cloud Ready will only accept goods for repair or warranty replacement if Cloud Ready Solutions has the arrangement with the Vendor to do so. For warranty returns, the full unit MUST be returned, including cables etc. All goods returned must have a valid Return Authorisation (RA) number
Note: PLEASE DO NOT RETURN PRODUCT UNTIL YOU HAVE A RETURN AUTHORISATION NUMBER (RA#). RA #’s are valid for 14 days.
12. Risk, Title and the Personal Property Securities Act.
12.1. Products supplied by Cloud Ready Solutions to the Customer will be at the Customer’s risk upon delivery to the Customer or into the Customer’s custody (whichever is the sooner).
12.2. Ownership of each unit of the products will remain with Cloud Ready Solutions until all amounts owing by the Customer to Cloud Ready Solutions (including without limitation the purchase price of the products and other debts between the Customer and Cloud Ready Solutions) have been paid in full.
12.3. Until all amounts owing by the Customer have been paid in full, the Customer may sell the products in the ordinary course of its business but only as trustee and agent of Cloud Ready Solutions. The Customer must not represent to any third party that it is acting for Cloud Ready Solutions, and Cloud Ready Solutions will not be bound by any contracts with third parties to which the Customer is party.
12.4. The Customer must hold the proceeds it receives from any sale of the products as trustee and agent for Cloud Ready Solutions. All proceeds from the sale of the products must be placed in an ADI account (as defined in the Personal Property Securities Act 2010) separate from its own monies and the Customer must not allow any person to have control of, or grant a security interest over, the proceeds or the accounts in which they are held. The Customer must make immediate payment to Cloud Ready Solutions from the accounts in which the proceeds are held of all amounts, which may be owing by the Customer to Cloud Ready Solutions.
12.5. Until all amounts owing by the Customer have been paid in full, the Customer may, subject to for Cloud Ready Solutions. The Customer must store the products in such a manner that they are readily distinguishable from the other goods held by the Customer and so they clearly show that they are the property of Cloud Ready Solutions
12.6. If the Customer becomes insolvent or does not comply with any terms of this Agreement in relation to the payment of any amount owing to Cloud Ready Solutions or otherwise, then:
a) Immediately on Cloud Ready Solutions ‘s request, the Customer must return any products acquired from Cloud Ready Solutions;
b) Cloud Ready Solutions may enter upon the premise (or where the products are stored) and take possession of the products; and
c) Cloud Ready Solutions may retain, sell or otherwise dispose of the products.
12.7. If the Customer makes a payment to Cloud Ready Solutions at any time whether in connection with this Agreement or otherwise Cloud Ready Solutions may, at its absolute discretion, apply that payment to first satisfy obligations that are not secured, then obligations that are secured, but not by a purchase money security interest, in the order in which those obligations were incurred, and then obligations that are secured by a purchase money security interest in the order in which those obligations were incurred.
13. Limitation of liability.
13.1. Cloud Ready Solutions shall not be responsible for any loss or damage howsoever caused to the property or person of the Customer or any third party as a result of any defect in the products whether patent or latent, and the Customer indemnifies Cloud Ready Solutions against any claims made against it by any third party arising out of any such defects.
14.1. Cloud Ready Solutions makes no warranty in relation to the Products or Services other than as contained in these Terms or as prescribed by a law which cannot be excluded or, in the case of Products, as provided by the Products’ respective manufacturers. Defects in Services which are reported to Cloud Ready Solutions within 30 days of delivery of the Service will be rectified by Cloud Ready Solutions at no charge to the Customer. Cloud Ready Solutions will not provide claimed warranty services for defects or deficiencies in Products or Services which are caused by:
a) external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power surge or spike;
b) the use of a Product for other than its intended purpose;
c) the use with or connection of a Product to items not approved by Cloud Ready Solutions ;
d) the performance of maintenance or attempted repair by persons other than Cloud Ready Solutions or as authorised by Cloud Ready Solutions ;
e) any configuration or reconfiguration by the Customer.
14.2. Products validly returned will only be credited to the Customer’s account if they are returned in the same condition as delivered to the Customer and if received by Cloud Ready Solutions within 21 days from delivery.
15.1. Cloud Ready Solutions and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, “confidential information” means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by Cloud Ready Solutions or the Customer.
16. Intellectual property.
16.1. The Customer acknowledges that all intellectual property rights attaching to the Products or arising out of the provision of Services are and will remain the property of Cloud Ready Solutions (or its supplier, where such rights are owned by that supplier). Software will be licensed to the Customer on the terms of the relevant licence agreement provided with the Products. Any rights to be conferred on Customer will only commence on payment of all charges payable in connection with those rights.
18.1. If the Customer:
a) makes default in any payment or breaches any of these Terms
b) becomes unable to pay its debts as and when they fall due; or
c) commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up,
18.2. Cloud Ready Solutions may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:
a) suspend further supply and require payment in advance for future supply;
b) recover possession of any Product for which payment has not been made;
c) terminate all or any purchase orders for Products or Services which have been accepted by Cloud Ready Solutions;
d) claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by Cloud Ready Solutions ; and/or continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.
19. No representations.
19.1. The Customer acknowledges that Cloud Ready Solutions has not made any warranty or representation, Cloud Ready Solutions or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to Cloud Ready Solutions or not), unless provided in writing.
20. No implied terms.
20.1. To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of Cloud Ready Solutions for a breach of a condition or warranty implied into these Terms by the Trade Practices Act, 1974 is limited at the option of Cloud Ready Solutions:
a) if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
b) if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.
21.1. Any variation to these Terms must be in writing. Variations to any of the Services agreed to be supplied will be charged by Cloud Ready Solutions at its then current rates for those additional services, unless otherwise agreed in writing.
22. Taxes and GST.
22.1. The amount payable to Cloud Ready Solutions is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products and Services. The Customer is liable for any new or varied taxes, duties or charges imposed subsequent to Cloud Ready Solutions’ quotation in respect of the supply of the Products and Services. Cloud Ready Solutions will issue a valid tax invoice where GST is to be recovered.
23.1. The terms and conditions contained herein constitute the entire Agreement between the parties and no amendment or variation shall be of any force and effect unless to writing and signed by both Cloud Ready Solutions and the Customer. No representations have been made by Cloud Ready Solutions or on its behalf that have induced the Customer to enter into this Agreement.
No relaxation or indulgence granted by Cloud Ready Solutions to the Customer shall be deemed as a waiver of any rights of Cloud Ready Solutions in terms of this Agreement and such relaxation or indulgence shall not be deemed a variation of any terms and conditions of this Agreement.
25.1. The Signatory/ies hereby binds himself/themselves jointly and severally as surety and co-principal debtor/s in with the Customer in favour of Cloud Ready Solutions, its order or assigns, for payment of any amount which is now or in the future becomes due or owing by the Customer to Cloud Ready Solutions.